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Placing, exercise of warrants, Director's Dealing

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Atlas Metals Group PLC has raised gross proceeds of £500,000 through a placing of 4,545,454 new ordinary shares at 11 pence per share, with the CEO, Chris Chadwick, subscribing for these shares. Additionally, Mr. Chadwick subscribed for 931,704 warrant shares and 3,850,000 fee shares, raising a further £93,170. The total of 9,327,158 new ordinary shares, representing approximately 38.7% of the enlarged share capital, are expected to be admitted to trading on the London Stock Exchange on 18 December 2025. The company also announced the appointment of CMC Markets UK Plc as its joint corporate broker.

Full announcement

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Atlas Metals (LSE: AMG), the natural resources and energy company, is pleased to announce that it has raised gross proceeds of £500,000 (before expenses) via an allotment to Chris Chadwick, Chief Executive Officer of the Company of 4,545,454 new ordinary shares of nominal value £0.01 each ("Ordinary Shares") in the capital of the Company ("Placing Shares") at a price of 11 pence per Placing Share ("Issue Price") (the "Placing").

The Placing Shares will represent approximately 18.9 per cent. of the enlarged Ordinary Share capital of the Company at Admission (as defined below) and the Issue Price represents a discount of approximately 38.9 per cent. to the closing mid-market price of 18.00 pence per existing Ordinary Share on 16 December 2025, being the latest practicable date prior to the publication of this Announcement.

CMC Markets UK Plc ("CMC"), trading as CapX, acted as the Company's sole placing agent in respect of the Placing.

Atlas Metals Group is also pleased to announce that CMC has been appointed as the Company's joint corporate broker.

In addition to the Placing Shares, Chris Chadwick has also subscribed for 931,704 new Ordinary Shares in connection with the exercise of existing warrants held by certain warrant holders (the "Warrant Shares"), at an exercise price of £0.10 per Ordinary Share and for 3,850,000 new Ordinary Shares in connection with the issue of new Ordinary Shares to certain third parties pursuant to existing contractual arrangements between those third parties and the Company (the "Fee Shares"), raising the Company an additional £93,170, as described in the circular to shareholders dated 5 November 2025. The subscription by Chris Chadwick for the Fee Shares includes 2,500,000 Fee Shares which, further to the Company's announcement on 8 December 2025, were not admitted due to a technical issue in connection with the Financial Conduct Authority ("FCA") admission process, which has since been resolved. The 456,090 Warrant Shares which were also due to be admitted following the Company's announcement on 8 December 2025 are not included in the subscription by Chris Chadwick as the warrant exercise notice for these Warrant Shares has subsequently been withdrawn.

Together, the Placing Shares, Warrant Shares and Fee Shares constitute 9,327,158 new Ordinary Shares (the Placing Shares, Warrant Shares and Fee Shares being the "Subscription Shares"), representing approximately 38.7% of the Company's enlarged ordinary share capital.

The Company is currently unable to issue and admit the Subscription Shares, without either the publication of a prospectus approved by the FCA or relying upon an exemption to the requirement to issue a prospectus under the UK Prospectus Regulation.

Consequentially, the issue of the Subscription Shares involves the subscription by Christopher Chadwick, Chief Executive Officer and director of the Company for the Subscription Shares pursuant to the employee offer exemption under Article1(4)(i) and 1(5)(h) of the UK Prospectus Regulation. Following allotment of the Subscription Shares, Chris Chadwick has agreed to direct the issue of the Placing Shares to certain investors allocated by CMC. Chris Chadwick has further agreed to direct the issue of the Warrant Shares to the relevant warrant holders and the issue of the Fee Shares to the relevant third parties in satisfaction of certain fees owed by the Company.

Expected Timetable of Principal Events

Applications have been made to the FCA and London Stock Exchange plc ("LSE") and it is expected that the admission of the Subscription Shares to listing on the equity shares (transition) category of the Official List maintained by the FCA and to trading on the main market for listed securities of the LSE will become effective on or around 8.00 a.m. on 18 December 2025 ("Admission"). The expected timetable of principal events for the Admission is set out below. All references to time in this announcement are to London time.

Admission and commencement of unconditional dealings in the Subscription Shares8.00 a.m. on 18 December 2025
CREST members' accounts credited in respect of the Placing Shares (where applicable)As soon as reasonably practicable on 18 December 2025
Share certificates despatched in respect of the Placing Shares (where applicable)within 10 Business Days of Admission

All references to time in this announcement are to London time, unless otherwise stated. Any changes to the expected timetable will be notified by the Company through a regulatory information service.

Accordingly, the Company hereby notifies the market, in accordance with the FCA's Disclosure Guidance and Transparency Rule 5.6.1, that on Admission, the Company's issued share capital will consist of 24,107,609 Ordinary Shares, each with one vote. There are no shares held in treasury. On Admission, the total number of voting rights in the Company will be 24,107,609 and this figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.

The consequence of the subscriptions is that Mr Chadwick's holding will temporarily exceed 29.9% of the Company's issued share capital carrying voting rights. This constitutes a technical breach of Rule 9 of the UK Takeover Code. Given that legally binding arrangements are place so that Mr Chadwick will dispose of all of the Subscription Shares immediately following Admission, the Panel have agreed that Mr Chadwick will not be obligated to make a cash offer to all shareholders pursuant to Rule 9 of the UK Takeover Code.

For the purposes of UK MAR, the person who arranged for the release of this announcement was Christopher Chadwick, CEO of the Company.

a)NameAtlas Metals Group plc
b)LEI
a)Description of the financial instrument, type of instrumentOrdinary shares
Identification code
b)Nature of the transactionAllotment and Subscription
c)Price(s) and volume(s)
PriceVolume
11 pence per Ordinary Share4,545,454
10 pence per Ordinary Share931,704
10 pence per Ordinary Share3,850,000
d)Aggregated information
- Aggregated volume9,327,158
- Pricepence per Ordinary Share
e)Date of the transaction18 December 2025
f)Place of the transactionOutside a trading venue

Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.

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