RE: Smooth26 May 2026 10:59
Rolf,
It is in relation to this specific clause contained within the November circular:
" the Acquisition will result in Shareholders having a minority interest in the enlarged group (the "Enlarged Group") and the UPSA Vendors holding approximately 97% of the Enlarged Group.... and subject to any dilution caused by the issue of Ordinary Shares in connection with a fundraising conducted in connection with the Acquisition). "
For instance, the below share issuance in connection to that fundraising meets the above requirement:
"YA II PN Ltd, an institutional investor managed by Yorkville Advisors Global, LP ("Lender"), to provide Atlas Metals up to £2.5 million to contribute to, inter alia, the costs and expenses incurred in connection with completion of the Company's proposed acquisition of Universal Pozzolanic Silica Alumina Ltd ("UPSA") (the "Proposed Acquisition")."
So pre-RTO:
8m new shares issued
raw denominator rises sharply(39m shares)
legacy holders absorb 100% of that effect.
But the clause states acquisition-related financing dilution is effectively shared across the enlarged structure.
They dilute the combined post-RTO ownership structure.
The ratio is 97/3 for the enlarged group on completion.
So the 8m ATM facility shares issued pre-RTO on the AMG Share count would only equate to 240k shares dilution within the final calculations.