Proposed Re-domiciliation and Notice of EGM
14 November 2023
Atalaya Mining Plc.
("Atalaya" or "the Company")
Proposed Re-domiciliation and Notice of Extraordinary General Meeting
Atalaya Mining Plc (AIM: ATYM) is pleased to announce its intention to re-domicile the Company by transferring its registered office from the Republic of Cyprus to the Kingdom of Spain ("Proposed Re-domiciliation").
This change in corporate structure is subject to shareholder approval and regulatory consents. The Company is convening an Extraordinary General Meeting ("EGM") to consider and, if thought advisable, to approve the resolutions which are necessary to approve the Proposed Re-domiciliation. If approved, the Proposed Re-domiciliation is expected to be completed before end of May 2024.
Rationale for the Proposed Re-domiciliation
The re-domiciliation is being proposed as the incorporation in Cyprus no longer reflects the Company's geographic and strategic focus, and therefore represents a legacy structure for the Company.
The Proposed Re-domiciliation follows the Company's announcement on 13 November 2023 confirming its intention to move to the Main Market of the London Stock Exchange ("Step-up"). In the event the Step-up occurs, the Proposed Re-domiciliation also opens the possibility for the Company to be eligible for inclusion in the FTSE UK Index Series (subject to other eligibility criteria being satisfied at the time of application), which the Company believes would be in the interest of all its shareholders.
The proposed Re-domiciliation and the Step-up are independent of each other, and neither is conditional upon the other occurring.
Notice of EGM
The Company will host an EGM on Tuesday, 12 December 2023 at 11:00 am GMT at Hamilton House, 1 Temple Avenue, London EC4Y 0HA to consider the Proposed Re-domiciliation and related matters as a consequence of the Proposed Re-domiciliation.
A circular, incorporating the Notice of EGM and further background and information on the Proposed Re-domiciliation, together with forms of proxy are available on the Company's website at www.atalayamining.com.
Shareholders on register on 14 November 2023 are eligible to attend the meeting and vote at the EGM and should refer to the voting instructions set out in the Notice of EGM.
Circular posted to Shareholders
14 November 2023
Latest time and date for receipt of CREST Voting Instructions
6 December 2023
Latest time and date for receipt of Forms of Instruction
6 December 2023
Latest time and date for receipt of Forms of Proxy
7 December 2023
Extraordinary General Meeting
12 December 2023
Tentative Effective Date of the Re-domiciliation
End of May 2024(1)
(1) The Effective Date of the Re-domiciliation will be announced to a regulatory information service following receipt of all required approvals.
If the Proposed Re-domiciliation is approved by shareholders and subsequently implemented:
· Atalaya's corporate seat and registered office will be transferred from the Republic of Cyprus to the Kingdom of Spain;
· Atalaya will no longer be governed by the laws of the Republic of Cyprus;
· Atalaya will continue to exist as a legal entity governed by Spanish law; and
· Atalaya Mining plc's name will change to Atalaya Mining Copper, S.A.
Alberto Lavandeira, CEO of Atalaya, commented:
"The decision to re-domicile is consistent with our strategic focus on broadening our shareholder base and creating further shareholder value. We believe this move, along with our intention to move to the Main Market of the London Stock Exchange, position the Company for continued growth at a time when investor interest in copper and the related energy transition thematic continues to accelerate."
SEC Newgate UK
Elisabeth Cowell / Tom Carnegie / Matthew Elliott
+ 44 20 3757 6882
+44 20 3170 7973
(NOMAD and Joint Broker)
Henry Fitzgerald-O'Connor / James Asensio
+44 20 7523 8000
BMO Capital Markets
Tom Rider / Andrew Cameron
+44 20 7236 1010
Peel Hunt LLP
Ross Allister / David McKeown / Georgia Langoulant
+44 20 7418 8900
About Atalaya Mining Plc
Atalaya is an AIM-listed mining and development group which produces copper concentrates and silver by-product at its wholly owned Proyecto Riotinto site in southwest Spain. Atalaya's current operations include the Cerro Colorado open pit mine and a modern 15 Mtpa processing plant, which has the potential to become a central processing hub for ore sourced from its wholly owned regional projects around Riotinto that include Proyecto Masa Valverde and Proyecto Riotinto East. In addition, the Group has a phased earn-in agreement for up to 80% ownership of Proyecto Touro, a brownfield copper project in the northwest of Spain, as well as a 99.9% interest in Proyecto Ossa Morena. For further information, visit www.atalayamining.com
This announcement contains statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of words such as "will", "expect", "could", "believe", "intend", "should" and words of similar meaning. All statements other than statements of historical facts included in this announcement, including those regarding the Company's strategy, plans and objectives, the Proposed Re-domiciliation, the possibility of inclusion in the FTSE UK Index Series and the intended Step-up are forward-looking statements. Readers are cautioned not to place undue reliance on such statements. Forward-looking statements involve a number of known and unknown risks, uncertainties and other factors, many of which are difficult to predict and generally beyond the control of Atalaya. These forward-looking statements speak only as of the date of this announcement. Atalaya expressly disclaims any obligation or undertaking to update or revise any forward-looking statement (except to the extent legally required).