Atlas Metals Limited (LON:AMG), the natural resources and energy company, has announced that, further to the Company’s Funding Facility announcement on 5 March 2026, the Lender has agreed to advance the Second Loan earlier than anticipated. The Second Loan of £2,000,000 has been advanced to the Company net of certain deductions comprising a 5% original issue discount, a 1% commitment fee, and an amount to repay the outstanding balance of the First Loan, resulting in net proceeds to the Company of approximately £1.63 million.
Repayment of the Second Loan will be by way of monthly amortisation over a period of approximately 11 months, commencing 60 days after drawdown, unless the Lender has previously exercised its conversion rights under the Funding Facility. The Second Loan carries interest at 5% per annum.
In connection with the Second Loan, the Funding Facility has been supplemented by a side letter dated 10 April 2026 which, amongst other matters, provides that the Conversion Price in respect of the Second Loan is equal to 120% of the closing price of the Ordinary Shares on the trading day immediately prior to the completion date of the Second Loan, being £0.078. Under the terms of the side letter, the Company is required to publish an FCA approved prospectus in connection with any Ordinary Shares that are to be issued under the Funding Facility within 90 days of the completion date of the Second Loan. Pursuant to the Funding Facility and in accordance with the commercial terms of the drawdown of the Second Loan, the Company entered into a further Warrant Agreement with the Lender, pursuant to which the Company will issue to the Lender Warrants equal to 25% of each monthly amortisation payment amount, with an exercise price equal to 115% of the closing price of the Ordinary Shares on the date that the Second Loan is provided to the Company, being £0.0748. The Warrants will expire three years after issue.
The process to complete the Company’s proposed acquisition of Universal Pozzolanic Silica Alumina Ltd (“UPSA“), including the preparation of the associated prospectus, continues to progress in line with the Company’s expectations and the Second Loan proceeds are expected to provide sufficient funding to complete the work required ahead of completion of the Proposed Acquisition. In parallel, UPSA continue to progress constructive discussions with potential off-take partners.
Change of auditor
The Company further announces the Atlas Metals board of directors has approved the appointment of RPG Crouch Chapman LLP as the Company’s external auditor for the financial year ending 31 December 2025. RPGCC have been appointed as auditor to the Company to facilitate the completion of the Company’s audit for the year ended 31 December 2025 before the end of April 2026.
RPGCC’s appointment as external auditor will be subject to approval by the Company’s shareholders at the Company’s 2026 annual general meeting. The Company’s existing auditors, PKF Littlejohn LLP, will cease to hold office with immediate effect.
The Board would like to thank PKF for their service and support during their tenure as auditor.
Chris Chadwick, Chief Executive Officer of Atlas Metals, commented:
“We are grateful for the support shown by Yorkville through accelerating the provision of the Second Loan. This funding will enable Atlas to complete the work required for the proposed acquisition of UPSA. Atlas, its advisers and the shareholders of UPSA remain committed to completing the acquisition as soon as possible and I look forward to providing further updates as matters progress.”
Capitalised terms used in this announcement shall, unless defined in this announcement or unless the context provides otherwise, bear the same meaning ascribed to such terms in the announcement made by the Company at 7.00 a.m. on 5 March 2026.
