RE: Looks like17 Dec 2025 17:08
At which new Ordinary Shares are issued in connection with the Acquisition. As with the Ordinary Shares to be issued to Portillion, on the basis that the Company's share price is currently in excess of five times the fixed price we are not asking shareholders to consider the aforementioned (a) as the Reverse Takeover could not proceed if the share price were below 10 pence. The Company is also seeking authority to issue up to 1,631,578 new Ordinary Shares to allow the exercise of the 1,631,578 residual warrants granted to Catalyse with an exercise price of 7.6 pence per Ordinary Share. The Company is also seeking authority for the issue of 335,570 new Ordinary Shares to Sunrise Capital LLC ("Sunrise"), such shares to be issued at a price of 10 pence per share, in settlement of fees due to Sunrise. In the cases of Catalyse, Portillion and Sunrise, the fees involved have been outstanding since 2024 and both Catalyse and Portillion have threatened legal action to recover the sums due to them. If Shareholders do not pass the Resolutions to enable the Company to deal with these historic fee arrangements both Catalyse and Portillion have separately informed the Company that they will commence recovery action. Sunrise has also delivered a letter before action. The Company, having taken advice on the settlements reached with Catalyse, Portillion and Sunrise, has concluded that it would have no legitimate defence to any action taken by them, which will inevitably lead to the Company entering an insolvency process immediately if the Resolutions are not passed. Shareholders will not see any return of capital if this were to happen. Finally, the Company is seeking authority to issue up to 5,089,975 new Ordinary Shares in connection with the exercise of the 5,089,975 outstanding warrants that were issued in May 2025 (the "Historic Warrants"). Of those 5,089,975 warrants, 50% are exercisable at 10 pence per share and 50% are exercisable at 15 pence per share, all the Historic Warrants expire on 15 November 2026. The Historic Warrants will dilute the 3% of the pro forma Enlarged Issued Share Capital attributable to the Atlas Shareholders as these are Atlas historic dilutive instruments.