AMG Atlas Metals Group Plc

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF REGULATION 2014/596/EU WHICH IS PART OF DOMESTIC UK LAW 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 NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

24 December 2024

Atlas Metals Group plc

(the "Company", or "Atlas")

Termination of the SPA to acquire CMO

On 17 October 2024, Atlas (previously known as MetalNRG), announced that it had signed a binding sale and purchase agreement (the "SPA") to acquire the entire issued share capital of Compagnie Minière de Oumejrane ("CMO") from Managem S.A. ("Managem" or the "Seller"), a mining company listed on the Casablanca Stock Exchange in Morocco, with mining operations throughout Africa (the "Acquisition").

Terms used in this announcement which are not otherwise defined shall have the meanings given in the Company's announcement of 27 November 2024.

As noted in the Company's circular of 11 November 2024, in order to implement the Acquisition, the Company needed to raise new equity capital from investors in connection with the closing of the Acquisition (the "Placing").  The Company had proposed to raise up to £15 million pursuant to the Placing. However, in light of feedback from prospective institutional investors in connection with the Placing and market conditions, it has been unable to do so within the timeframe allocated in the SPA.  Managem has therefore terminated the SPA with immediate effect.  As a consequence, OMF Fund IV SPV K LLC, a fund managed by Orion Resource Partners ("Orion"), has issued a default notice under the undrawn US$25,000,000 convertible loan note (the "CLN"), the proceeds of which were to be used by the Company to complete the Acquisition.  To date no funds have been advanced under the CLN, which remains subject to the satisfaction of the conditions precedent, including the continued validity of the SPA.  The Company is now examining possible alternative options to which may allow it to continue to engage in the closing of the Acquisition.  However, as noted previously, there can be no certainty that the transaction will be successfully completed.  Further announcements will be made in due course, as appropriate, as the Company progresses alternative plans to allow completion of the transaction.

For the purposes of UK MAR, the person responsible for arranging release of this announcement on behalf of Atlas is Rolf Gerritsen, Director.

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