Atlas Metals Group - Update on Proposed Acquisition of UPSA

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.

10 September 2025

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

Update on Proposed Acquisition of Universal Pozzolanic Silica Alumina Ltd

Conditional Share Purchase Agreement signed

Competent Persons Report published

Atlas is delighted to report, further to the Company's announcement on 17 June 2025, that it has entered into a conditional Share Purchase Agreement (the "SPA") to acquire the entire issued ordinary share capital of Universal Pozzolanic Silica Alumina Ltd ("UPSA"), at a purchase price of £1 billion (the "Proposed Acquisition").

UPSA, a privately-owned company incorporated in England and Wales, is the licensed owner of one of the world's largest reserves of pozzolanic silica alumina ("PSA") which is a core constituent of 'green concrete'. Given concrete production is responsible for around 8% of global CO₂ emissions, in the global mission to reduce carbon emissions through net zero targets, UPSA stands at the forefront of sustainability in construction.

Under the SPA, the £1 billion consideration for the Proposed Acquisition (the "Purchase Price"") will be settled through a share-for-share exchange by the issue of new ordinary shares of £0.01 each in the capital of Atlas (the "Consideration Shares") at a price determined by reference to the Purchase Price and the number of Consideration Shares issued to the vendor shareholders of UPSA being such number as results in the Atlas shareholders holding such number of Atlas ordinary shares as is equal to 3% of the assumed fully diluted share capital of the enlarged Company, and the vendor shareholders of UPSA holding such number of Atlas ordinary shares (being the Consideration Shares) as is equal to 97% of the assumed fully diluted share capital of the enlarged Company (the "Agreed Percentage Ratio"), subject to the free float requirement that more than 10% of the enlarged issued share capital is held in public hands following re-admission of the Company's enlarged issued share capital to listing on [the 'equity shares (commercial companies)' segment of] the Official List of the Financial Conduct Authority ("FCA") and to trading on the London Stock Exchange's main market for listed securities (together, "Admission"), including any additional new Atlas ordinary shares issued to raise further funds for the Company.

The Proposed Acquisition, if completed, would result in the Company's shareholders ("Atlas Shareholders") owning a 3% interest in the share capital of the Company (on the basis stated above) and would constitute a 'reverse takeover' under the UK Listing Rules of the FCA ("UKLRs") since 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 certain due diligence and regulatory approvals. There is no certainty that the Proposed Acquisition will complete. 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 by Atlas of a prospectus and agreeing the eligibility in respect of the Company and its subsidiaries on completion of the Proposed Acquisition (the "Enlarged Group") (both subject to the FCA approval) and Admission occurring.

The parties will proceed as quickly as possible with the Proposed Acquisition. Further announcements will be made in due course as appropriate.

Chris Chadwick, Chief Executive Officer of Atlas, commented:

"We are delighted to have signed the conditional share purchase agreement to acquire UPSA. This transaction is anticipated to transform Atlas in the near term into a £1 billion plus market cap company, delivering substantial value for Atlas shareholders and a unique proposition on the London Stock Exchange.

"UPSA provides an opportunity to access a world-class PSA reserve at an attractive valuation. Given the positive environmental impact UPSA provides the international construction industry, the UPSA resources are already attracting interest from major cement and concrete players and will be targeted for use in private and government infrastructure development projects globally.

"We look forward to completing the transaction as soon as possible."

Competent Person's Report

UPSA has the commercialisation rights to a substantial PSA reserve in Australia, the Warialda Quarry, 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")).

SLR Consulting Australia Pty Ltd ("SLR") has undertaken a Competent Person's Report ("CPR") for the Company on the Warialda Quarry, which may be accessed here: http://www.rns-pdf.londonstockexchange.com/rns/6735Y_1-2025-9-9.pdf and will also be available on the Company's website.  The CPR will form part of the Company's prospectus intended to be published for the Proposed Acquisition in due course.

Highlights from the CPR

·    Warialda Quarry is located approximately 12 kilometres south of Warialda NSW.

·    Documentation from the study area was provided to prepare a desktop model to estimate volumes of Soil, Sand, and Pozzolanic Sandstone. Assessment and modelling estimates that there is an Inferred Resource totalling 160.68 million tonnes comprising of 33.27 million tonnes of sand and 127.41 million tonnes of pozzolanic sandstone.

·    A financial model has been developed to assess the financial viability of the quarry and its operation. Assuming the material is proven from the current inferred category, a net Present Value ("NPV") of A$3.304 billion (approximately £1.62 billion) was calculated using the discount cash flow method over a 25 year period including terminal value at year 25. The assumptions used in the calculation of the NPV are contained in the CPR.

Christian Schaffalitzky, FIMMM, PGeo, CEng, a director of the Company, has reviewed this announcement and agrees that the inclusion of the exploration information and resource estimates in the form and context in which they appear is accurate and not misleading noting that this does not extend to any opinion on any values derived from the UPSA audited year-end 31 October 2024  financial statements, which are exclusively a matter for the directors of UPSA. 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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