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RESULT OF PLACING

RESULT OF PLACING

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014 (“MAR”)

THIS ANNOUNCEMENT, AND THE INFORMATION CONTAINED HEREIN, IS RESTRICTED AND IS NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATES OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA), CANADA, AUSTRALIA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR IN OR INTO ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE PROHIBITED BY ANY APPLICABLE LAW.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR FORM PART OF AN OFFER TO SELL OR ISSUE OR A SOLICITATION TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE, ANY SECURITIES IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.

Atlantis Resources Limited (“Atlantis” or the “Company”)

Result of Placing

Atlantis is pleased to announce the completion of a placing of 57,142,857 new ordinary shares in the Company (the “Placing Shares”) at a price of 35 pence per Placing Share (the “Placing Price”) to raise a total of £20 million before expenses (the “Placing”).

The Placing is subject to the conditions set out in the Company’s announcement earlier today, including admission of the Placing Shares to trading on AIM (“Admission”).  Application will be made for the Placing Shares to be admitted to trading on AIM and it is expected that Admission will become effective and that dealings in the Placing Shares will commence on or around 15 June 2018.  The trade date for the Placing is 13 June 2018 and settlement is expected to occur on 15 June 2018.

The Placing Shares represent, in aggregate, approximately 15.6 per cent of the Company’s Enlarged Share Capital.  Following Admission, the Placing Shares will be issued and allotted credited as fully paid and will rank pari passu with the Company’s existing ordinary shares, including the right to receive all dividends and other distributions declared, made or paid on or in respect of such shares after the date of issue.

Following Admission of the Placing Shares, the Consideration Shares and the SIMEC Loan Completion Shares, the Company’s issued ordinary share capital will consist of 366,198,946 ordinary shares, with the right to one vote each.  The Company does not hold any ordinary shares in treasury.  Therefore, the total number of ordinary shares and voting rights in the Company will be 366,198,946.  With effect from Admission, this figure may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interests in, or a change to their interest in, the share capital of the Company under the Company’s Articles of Association.

Unless otherwise defined, the terms used in this announcement have the meanings set out in the Company’s announcement issued earlier today.

Tim Cornelius, Chief Executive of Atlantis commented:

“We are delighted with the response to the Placing and to have received such strong support from both new institutional investors and our existing shareholders. This reflects the confidence and belief they share in the Company’s transformational growth prospects as we move into an exciting new era, building a diversified sustainable energy business of material scale with the support of SIMEC and the GFG Alliance.

Our focus now is on completing the proposed acquisition of SIMEC Uskmouth Power and seizing the opportunities associated with GFG Alliance’s high quality renewable power asset pipeline by acquiring and developing operational, cash yielding projects to drive the business forward and create a renewable energy platform that will deliver attractive returns for our Shareholders.”

Jay Hambro, Chief Executive – Energy and Mining – SIMEC Group commented:

“This is a significant moment in the development of the GFG Alliance. SIMEC Atlantis Energy, the first part of the group to achieve listed status, will be a major new force in the renewable energy sector. The talent, expertise and track record of the Atlantis team in producing ground breaking renewable technologies make them a perfect fit for SIMEC and the wider group. Our GREENSTEEL and GREENALUMINIUM business models have renewable generation at their core and are based on a vision of energy and industry working side by side. We’re looking forward to working with Atlantis to develop the assets and systems necessary to power and to provide additional low carbon electricity to help meet national demand.”

For further information please contact:

Atlantis Resources Limited
Tim Cornelius, Chief Executive

Andrew Dagley, Finance Director

Via FTI Consulting
Cantor Fitzgerald Europe
(Nominated Adviser, Joint Broker and Joint Bookrunner)
+44(0)207 894 7000
Rick Thompson

Richard Salmond

David Porter

Macquarie Capital (Europe) Limited (Joint Broker and Joint Bookrunner) +44(0)20 3037 2000
Nick Stamp

 

FTI Consulting +44(0)20 3727 1000
Ben Brewerton

Alex Beagley

James Styles

IMPORTANT NOTICE

This announcement does not constitute, or form part of, a prospectus relating to the Company, nor does it constitute or contain any invitation or offer to any person, or any public offer, to subscribe for, purchase or otherwise acquire any shares in the Company or advise persons to do so in any jurisdiction, nor shall it, or any part of it form the basis of or be relied on in connection with any contract or as an inducement to enter into any contract or commitment with the Company.

This announcement, and the information contained herein, is not for release, publication or distribution, directly or indirectly, in whole or in part, in or into or from the United States, Canada, Australia, Japan or the Republic of South Africa, or any other jurisdiction where to do so might constitute a violation of the relevant laws or regulations of such jurisdiction. The Placing Shares have not been and will not be registered under the Securities Act or under the securities laws of any state or other jurisdiction of the United States and may not be offered, sold, resold or delivered, directly or indirectly, in or into the United States absent registration except pursuant to an exemption from or in a transaction not subject to the registration requirements of the Securities Act. No public offering of the Placing Shares is being made in the United States. The Placing Shares are being offered and sold outside the United States in “offshore transactions”, as defined in, and in compliance with, Regulation S under the Securities Act. Persons receiving this announcement (including custodians, nominees and trustees) must not forward, distribute, mail or otherwise transmit it in or into the United States or use the United States mails, directly or indirectly, in connection with the Placing. This announcement does not constitute or form part of an offer to sell or issue or a solicitation of an offer to buy, subscribe for or otherwise acquire any securities in any jurisdiction including, without limitation, the Restricted Jurisdictions or any other jurisdiction in which such offer or solicitation would be unlawful. This announcement and the information contained in it is not for publication or distribution, directly or indirectly, to persons in a Restricted Jurisdiction unless permitted pursuant to an exemption under the relevant local law or regulation in any such jurisdiction.

No action has been taken by the Company, the Joint Bookrunners or any of their respective directors, officers, partners, agents, employees or affiliates that would permit an offer of the Placing Shares or possession or distribution of this announcement or any other publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons receiving this announcement are required to inform themselves about and to observe any restrictions contained in this announcement.

Certain statements in this announcement are forward-looking statements which are based on the Company’s expectations, intentions and projections regarding its future performance, anticipated events or trends and other matters that are not historical facts. These forward-looking statements, which may use words such as “aim”, “anticipate”, “believe”, “could”, “intend”, “estimate”, “expect” and words of similar meaning, include all matters that are not historical facts. These forward-looking statements involve risks, assumptions and uncertainties that could cause the actual results of operations, financial condition, liquidity and dividend policy and the development of the industries in which the Enlarged Group will operate to differ materially from the impression created by the forward-looking statements. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Given those risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date of such statements and, except as required by the UK Financial Conduct Authority, the London Stock Exchange or applicable law, the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

Any indication in this announcement of the price at which Atlantis shares have been bought or sold in the past cannot be relied upon as a guide to future performance. Persons needing advice should consult an independent financial adviser. No statement in this announcement is intended to be a profit forecast and no statement in this announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

Evercore, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as financial adviser to the Company in connection with the Proposals and will not regard any other person as its client in relation to the Proposals nor will it be responsible to any person other than the Company for providing the protections afforded to its clients or for advising any other person in respect of the Proposals other than the Company. Neither Evercore nor its affiliates have authorised the contents of any part of this announcement and neither accepts liability for the accuracy of any information or opinions contained in this announcement nor for the omission of any material information from this announcement for which the Company, the Directors and Proposed Directors are responsible. No representation or warranty, express or implied, is made by Evercore or its affiliates as to any of the contents of this announcement (without limiting the statutory rights of any person to whom this announcement is issued).

Cantor Fitzgerald is authorised and regulated by the Financial Conduct Authority in the United Kingdom. Cantor Fitzgerald is acting solely as nominated adviser, joint broker and joint bookrunner exclusively for the Company and no one else in connection with the contents of this announcement and will not regard any other person (whether or not a recipient of this announcement) as its client in relation to the contents of this announcement nor will it be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the contents of this announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on Cantor Fitzgerald by FSMA or the regulatory regime established thereunder, Cantor Fitzgerald accepts no responsibility whatsoever, and makes no representation or warranty, express or implied, for the contents of this announcement including its accuracy, completeness or verification or for any other statement made or purported to be made by it, or on behalf of it, the Company or any other person, in connection with the Company and the contents of this announcement, whether as to the past or the future. Cantor Fitzgerald accordingly disclaims all and any liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above), which it might otherwise have in respect of the contents of this announcement or any such statement.

Macquarie is authorised and regulated by the Financial Conduct Authority in the United Kingdom. Macquarie is acting solely as joint broker and joint bookrunner exclusively for the Company and no one else in connection with the contents of this announcement and will not regard any other person (whether or not a recipient of this announcement) as its client in relation to the contents of this announcement nor will it be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the contents of this announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on Macquarie by FSMA or the regulatory regime established thereunder, Macquarie accepts no responsibility whatsoever, and makes no representation or warranty, express or implied, for the contents of this announcement including its accuracy, completeness or verification or for any other statement made or purported to be made by it, or on behalf of it, the Company or any other person, in connection with the Company and the contents of this announcement, whether as to the past or the future.  Macquarie accordingly disclaims all and any liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above), which it might otherwise have in respect of the contents of this announcement or any such statement.

In connection with the Placing, each of the Joint Bookrunners and any of their respective affiliates, acting as investors for their own accounts, may subscribe for or purchase Ordinary Shares in the Company and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Ordinary Shares and other securities of the Company or related investments in connection with the Placing or otherwise. Accordingly, references to the Ordinary Shares being offered, subscribed, acquired, placed or otherwise dealt in should be read as including any offer to, or subscription, acquisition, placing or dealing by each of the Joint Bookrunners and any of their respective affiliates acting as investors for their own accounts. In addition, each of the Joint Bookrunners or their respective affiliates may enter into financing arrangements and swaps in connection with which it or its affiliates may from time to time acquire, hold or dispose of Ordinary Shares. Each of the Joint Bookrunners has no intention to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

The Placing Shares will not be admitted to trading on any stock exchange other than the AIM market of the London Stock Exchange.

Neither the content of the Company’s website (or any other website) nor the content of any website accessible from hyperlinks on the Company’s website (or any other website) is incorporated into, or forms part of, this announcement.