Proposed Acquisition of UPSA and Corporate Update

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF REGULATION 2014/596/EU WHICH IS PART OF THE DOMESTIC LAW OF THE UNITED KINGDOM OF GREAT BRITAIN AND NORTHERN IRELAND ("UK") PURSUANT TO THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS (SI 2019/310) ("UK MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION (AS DEFINED IN UK MAR) IS CONSIDERED TO BE IN THE PUBLIC DOMAIN.

17 June 2025

Atlas Metals Group plc (the "Company" or "Atlas")

Proposed Acquisition of Universal Pozzolanic Silica Alumina Ltd

and Corporate Update

The Atlas team has been extremely busy since the start of 2025 examining and engaging in discussions with a number of potential acquisition targets. The board of directors of Atlas ("Atlas Board") is now pleased to report that discussions with the shareholders of one such target, Universal Pozzolanic Silica Alumina Ltd ("UPSA Shareholders"; "UPSA"), a privately-owned company incorporated in England and Wales, have progressed to the stage where Atlas signed on 16 June 2025 a non-binding Letter of Intent ("LOI") to acquire the entire issued share capital of UPSA through a share-for-share exchange.

UPSA has the commercialisation rights to a substantial pozzolanic silica alumina ("PSA") reserve in Australia with 99 years of extraction rights for 250 million tonnes (held by UPSA's extraction partner, William Clift and his company, Claystone International Pty Ltd ("Claystone")). Claystone has a further 1.35 billion tonnes of PSA reserves over which UPSA has the rights to extract. These inground PSA reserves have been valued at £10 per tonne. PSA is a pre-certified, scalable supplementary cementitious material (SCM) for cost-competitive, greener, superior performance concrete, providing a lighter and greener alternative to cement clinker, by substituting 40% of cement in concrete with PSA, thus resulting in approximately 40% carbon emission savings (and generating carbon credits). The UPSA reserves are already attracting interest from major cement and concrete players globally and will be targeted for use in private and government infrastructure development projects. UPSA is in negotiations with a number of off takers, including, on a non-binding basis, for the initial supply of up to 270,000 tonnes of PSA. UPSA's audited net assets as at 31 October 2024 were £1.078 billion reflecting the discounted value of the initial 250 million tonnes of reserve.

The acquisition of UPSA by Atlas (the "Proposed Acquisition"), if completed, would result in the Company's shareholders ("Atlas Shareholders") having a minority interest in the enlarged group (the "Enlarged Group") and would constitute a 'reverse takeover' under the UK Listing Rules of the Financial Conduct Authority ("UKLRs"; "FCA") as it would exceed 100% on the relevant 'class tests' set out in the UKLRs and will result in a change of the Atlas Board and voting control of Atlas.

The Proposed Acquisition remains subject, inter alia, to completion of legal and financial due diligence, regulatory approvals and the execution of a definitive share sale and purchase agreement by Atlas with UPSA Shareholders. There is therefore no certainty that the Proposed Acquisition will proceed. In addition, completion of the Proposed Acquisition would be conditional on, inter alia:-

- approvals by Atlas Shareholders at a general meeting of a waiver resolution for the purposes of Rule 9 of the City Code on Takeovers and Mergers in relation to the resultant UPSA Shareholders' controlling shareholding position in Atlas and of share capital authorities for the Atlas Directors to effect the Proposed Acquisition (and related matters), notice of which general meeting would be sent to Atlas Shareholders in due course; and

- publication of a prospectus and agreeing the eligibility in respect of the Enlarged Group (both subject to the FCA approval) and admission of the Enlarged Group to listing on the 'equity shares (commercial companies)' segment of the FCA's Official List and to trading on the main market for listed securities of London Stock Exchange plc.

The parties intend to proceed as quickly as possible with this Proposed Acquisition. Further announcements concerning this potentially transformative and exciting acquisition by Atlas will be made in due course as appropriate.

In addition to the Proposed Acquisition of UPSA, Atlas continues to investigate other potential complementary acquisition opportunities in line with the Company's strategic goal to build a global natural resources business to deliver industry leading returns to Atlas Shareholders over the next five years.

Disposals of assets

Given the intention to radically grow the profile of Atlas into a valuable mid-tier mining company, there are legacy assets within the Atlas portfolio that are no longer core to the Company's strategy going forward. With that in mind, the Atlas Board is pleased to announce that the Company has entered into a binding agreement to sell its Gold Ridge asset in Arizona for a cash consideration of US$550,000, which is expected to be received in the next 30 days. In addition, the Company continues to examine options to realise value from its other legacy assets.

These are very exciting times for Atlas, and the Atlas Board looks forward to the Company making further announcements in due course as matters progress.

Christian Schaffalitzky, FIMMM, PGeo, CEng, a director of the Company, has reviewed this announcement and agrees that the inclusion of the exploration information and commercial estimates in the form and context in which they appear is accurate and not misleading. He is a Competent Person for these purposes.

For the purposes of UK MAR, the person responsible for arranging release of this announcement on behalf of Atlas is Christopher Chadwick, Chief Executive Officer.

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