THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO, THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA), CANADA, AUSTRALIA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE UK VERSION OF ARTICLE 7 OF REGULATION (EU) 596/2014 ("MAR").  

Capitalised terms used but not otherwise defined in this announcement shall have the meanings ascribed to such terms in Appendix III of the Launch Announcement, unless the context requires otherwise.

For immediate release

24 April 2026

ATOME PLC

("ATOME" or the "Company")

Results of Fundraising

ATOME (AIM: ATOM) is pleased to announce the successful completion of the Placing conducted by way of an accelerated bookbuild ("Placing") announced yesterday ("Launch Announcement").

A total of 10,980,846 New Ordinary Shares of 0.02p each (the "Placing Shares") have been placed with existing institutional and other investors, at 60 pence per Placing Share ("Issue Price") to raise approximately £6.59 million before expenses (the "Placing"). The Issue Price represents a discount of approximately 0.8% to the closing mid-market price of 60.5 pence per ordinary share on 9 April 2026, being the last trading day immediately preceding the announcement by ATOME providing an update stating that final definitive documentation on the equity financing of the Villeta Project was being finalised by the parties' lawyers and represents a discount of approximately 34.4% to the closing mid-market price of 91.50 pence per Ordinary Share on 22 April 2026, being the last trading day immediately preceding the date of the announcement of the Fundraising.  

Stifel Nicolaus Europe Limited ("Stifel") and SP Angel Corporate Finance LLP ("SPA") acted as Joint Brokers and Bookrunners (the "Bookrunners") to the Company in connection with the Placing.

In addition, in aggregate a further 30,093,033 New Ordinary Shares of 0.02p each have been subscribed for at the Issue Price as follows:

(i)         The US$17 million subscription by Casale S.A., the EPC Contractor for the Facility, who has agreed to subscribe conditionally for 20,987,654 Casale Subscription Shares;

(ii)         The subscription by certain of the Directors and certain senior managers of ATOME (further details of which are set out below) for 5,769,885 Management Subscription Shares; and

(iii)        The subscriptions by certain existing shareholders and other third parties for 3,335,494 Company Arranged Subscription Shares.

The Fundraising, comprising the Placing and the Subscription has conditionally raised gross proceeds of approximately £24.64 million by the issue of 41,073,879 New Ordinary Shares at the Issue Price towards the funding together with the US$5.8 million of the Company's own resources for the US$31 million to be subscribed by ATOME for Preferred Shares in ATOME Paraguay, and to provide working capital to the Company for general corporate purposes and progress ATOME's pipeline of other projects.

The Placing, the Management Subscription and the Company Arranged Subscription will be conducted pursuant to the existing share and pre-emption disapplication authorities granted to the Directors.

The Casale Subscription is conditional on shareholder approval of the Resolutions, which include, inter alia, approval of the Villeta Transaction, at the General Meeting the Notice of which will be included in a Circular to shareholders expected to be issued shortly, and Second Admission. Shareholder approval of the Resolutions is expected to be obtained given the substantial voting intentions to vote in favour to be provided by directors and management. In the event that Shareholders do not approve the Resolutions, only the Placing Shares, the Management Subscription Shares and the Company Arranged Subscription Shares would be issued and admitted to trading on AIM.

Retail Offer

The Board is also pleased to announce the results of the separate retail offer ("Retail Offer), which was announced yesterday, to provide existing UK shareholders in the Company and new retail investors with an opportunity to participate in the Fundraising via the RetailBook  Platform ("RetailBook"). The Retail Offer has been increased and has successfully raised gross proceeds of £1 million through the conditional issue of 1,666,666 Retail Offer Shares. The Retail Offer attracted substantial investor demand and was significantly oversubscribed but was scaled back to £1 million after giving preference to existing shareholders.

Further allotment of Ordinary Shares in lieu of fees

As announced yesterday, ATOME has further agreed with certain contractors and other advisors associated with the Project to allot, in aggregate, 2,245,833 New Ordinary Shares in lieu of fees due to such persons (the "Settlement Shares") at the Issue Price. The Settlement Shares will be issued under the existing share and disapplication authorities granted to the Directors and will rank pari passu with the Existing Ordinary Shares.

Settlement and Dealings

Application will be made to the London Stock Exchange for admission to trading on AIM in respect of the Placing Shares, the Management Subscription Shares, the Company Arranged Subscription Shares, the Retail Offer Shares and the Settlement Shares (together the "New Ordinary Shares") which in aggregate amount to 23,998,724 New Ordinary Shares, and which will all rank pari passu in all respects with the existing Ordinary Shares of the Company. The Company expects that Admission of the New Ordinary Shares ("First Admission") will take place at 8.00 a.m. on 30 April 2026.

Following First Admission, the Company's enlarged issued share capital will amount to 74,959,930 Ordinary Shares.

Application will subsequently be made to the London Stock Exchange for admission of the Casale Subscription Shares, which will rank pari passu in all respects with the existing Ordinary Shares of the Company, to trading on AIM. A further announcement will be made in due course.

Directors and Senior Management participation in the Fundraising

As described above, certain Directors and other senior management of the Company have agreed to subscribe directly with the Company for the Management Subscription Shares and details of their participation are set out below:

Notes:

(i)   The 4,753,086 Management Subscription Shares subscribed for by Peter Levine or related parties exclude parties acting in concert with him.

(ii)   The holding of Ordinary Shares on completion of the Management Subscription comprises Peter Levine's direct holding of 14,329,864 Ordinary Shares, 1,630,000 Ordinary Shares held by Alpha Energies Invest GmbH and 3,558,896 Ordinary Shares held by PLLG Investments Limited.

The Directors have subscribed for a total of 5,480,563 Management Subscription Shares representing 10.75 per cent. of the Existing Ordinary Share Capital. In addition to the Directors, senior management have subscribed for a total of 289,322 Management Subscription Shares.

As previously announced on 22 May 2025, certain Directors subscribed for 1,837,638 new Ordinary Shares by the application of annual bonuses for the two previously un-awarded full years 2023 and 2024. In aggregate therefore, the Directors will within the last 12 months on completion of the Management Subscription, have subscribed for a total of 7,318,201 Ordinary Shares representing 14.36 per cent. of the Existing Ordinary Share Capital.

Accordingly, the Management Subscription is a related party transaction under Rule 13 of the AIM Rules. Richard Day is the independent director for the purposes of the AIM Rules and is not therefore participating in the Management Subscription. Richard Day, having consulted with ATOME's nominated adviser Beaumont Cornish, considers the terms of the Management Subscription are fair and reasonable insofar as the shareholders are concerned. Richard Day has in particular taken into account that the Management Subscription has been made on the same terms and conditions as the third-party subscribers in the Placing, and that the Management Subscription Shares are being issued at the Issue Price.

Concert Party interest

The members of the Concert Party, including Peter Levine, the Chairman and original founder of ATOME (as defined in the Admission Document published on 17 December 2021), are currently interested in aggregate in 37.838% of the Existing Ordinary Share Capital. Following First Admission, the members of the Concert Party's interest will reduce to 32.394% of the enlarged Ordinary Share Capital at that time.

For further information on ATOME, please visit the Company's Curation Connect showcase at: https://app.curationconnect.com/company/Atome-71605

For more information, please visit https://www.atomeplc.com or contact:

IMPORTANT NOTICE

This Announcement, including the information contained herein, is for information purposes only, is not intended to and does not constitute or form part of any offer or invitation to purchase or subscribe for, underwrite, sell or issue or the solicitation of an offer to purchase or subscribe for, sell, acquire or dispose of the Fundraising Shares or any other security in the United States, Canada, Australia, New Zealand, the Republic of South Africa or Japan or in any jurisdiction in which, or to persons to whom, such offering, solicitation or sale would be unlawful.

This Announcement is not for publication or distribution, directly or indirectly, in or into the United States of America.  This announcement is not an offer of securities for sale into the United States.  The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration.  No public offering of securities is being made in the United States.

Beaumont Cornish Limited ("Beaumont Cornish"), which is authorised and regulated in the United Kingdom by the FCA, is acting as nominated adviser to the Company. Beaumont Cornish will not regard any other person as its client and will not be responsible to anyone else for providing the protections afforded to the clients of Beaumont Cornish or for providing advice in relation to such proposals. No representation or warranty, expressed or implied, is made by Beaumont Cornish or any of its directors, officers, partners, employees, agents or advisers as to the contents herein including in its accuracy, completeness or verification, or for any other statement made or purported to be made by it or on its behalf, in connection with the Fundraising or Transaction. Beaumont Cornish as nominated adviser to the Company owes certain responsibilities to the London Stock Exchange which are not owed to the Company, the Directors, Shareholders or any other person.

Stifel Nicolaus Europe Limited ("Stifel"), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for the Company as joint broker and bookrunner in connection with the Placing and is not acting for any other person and will not be responsible to any other person for providing the protections afforded to customers of Stifel, or for advising any other person in connection with the Placing. No representation or warranty, expressed or implied, is made by Stifel or any of its directors, officers, partners, employees, agents or advisers as to the contents herein including in its accuracy, completeness or verification, or for any other statement made or purported to be made by it or on its behalf, in connection with the Fundraising or Transaction.

SP Angel Corporate Finance LLP ("SP Angel"), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for the Company as joint broker and bookrunner in connection with the Placing and is not acting for any other person  and will not be responsible to any other person for providing the protections afforded to customers of SP Angel, or for advising any other person in connection with the Placing. No representation or warranty, expressed or implied, is made by SP Angel or any of its directors, officers, partners, employees, agents or advisers as to the contents herein including in its accuracy, completeness or verification, or for any other statement made or purported to be made by it or on its behalf, in connection with the Fundraising or Transaction.

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