THIS PRESS RELEASE AND THE INFORMATION CONTAINED HEREIN ARE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS PRESS RELEASE IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.
THIS PRESS RELEASE CONTAINS INSIDE INFORMATION FOR IMMEDIATE RELEASE.
Amsterdam, 8 April 2026 (Regulated Information) --- AMG Critical Materials N.V. ("AMG", EURONEXT AMSTERDAM: "AMG") hereby announces its intention to carry out a non-preemptive share offering of up to 3,250,416 newly issued ordinary shares (the "Offer Shares", representing up to 10% of AMG's issued share capital as of December 31, 2024) (the "Offering") through an accelerated bookbuilding procedure following an approval received from the Supervisory Board and based on the authorization granted by AMG's Annual General Meeting on May 8, 2025.
The net proceeds of the Offering will be utilized to fund and expedite AMG's growth opportunities detailed in the Q4 2025 results presentation. These growth projects include a 5,000-ton plant to convert technical grade recycled lithium carbonate into lithium hydroxide at its Bitterfeld facility; expanding the recycling of spent refinery catalyst into high-purity molybdenum in Germany; and funding the equity portion of the Shell & AMG Recycling B.V. (SARBV) vanadium recycling facility in Saudi Arabia.
The subscription price for the Offer Shares will be determined through an accelerated bookbuilding procedure, which will commence immediately after publication of this announcement. Details of the subscription price and the final number of Offer Shares will be announced as soon as practicable after the books are closed, in a subsequent press release, which is expected to be published before markets open on Euronext Amsterdam on April 9, 2026.
Following the Offering, AMG and AMG's Management Board have agreed, with customary exceptions, not to issue or dispose of additional ordinary shares for a period of 90 calendar days after the settlement date.
AMG has engaged ABN AMRO Bank N.V. (in cooperation with ODDO BHF SCA) and Citigroup Global Markets Europe AG to act as Joint Global Coordinators and Bookrunners in relation to the Offering.
ThispressreleasecontainsinsideinformationwithinthemeaningofArticle7(1)oftheEUMarketAbuse Regulation.
This press release contains regulated information as defined in the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht).
AboutAMG
AMG is an entrepreneur in critical materials and provides now and for the future what its customers need to move the world. Safety, efficiency and innovation are driving the business.
AMG seizes market opportunities. Through market-leading technologies in turbine blade coatings and specialty alloys, AMG is strengthening its position in the booming aerospace engine market. Another opportunity arises in electricity storage systems. The company is expanding its resource position in lithium as well as its market-leading vanadium recycling technology in North America and globally.
AMG is the world's largest recycler of vanadium-containing refinery waste. The construction of the Zanesville spent catalyst recycling plant has established a truly closed-loop circular economy for the sector in North America and beyond. AMG is also expanding its position in the lithium sector and building an electric vehicle battery materials value chain in Europe.
The company is organized into three divisions: AMG Lithium, AMG Vanadium, and AMG Technologies. With approximately 3,600 employees, AMG operates globally with production facilities in Germany, the United Kingdom, France, the United States, China, Mexico, Brazil, India, and Sri Lanka, and has sales and customer service offices in Japan. (www.amg-nv.com).
Forfurtherinformation,pleasecontact:
AMG Critical Materials N.V.+49 176 1000 73 14 Thomas Swoboda
tswoboda@amg-nv.com
IMPORTANT NOTICE
No action has been taken by AMG or the Joint Global Coordinators and Bookrunners, or any of their respective affiliates that would, or which is intended to, permit a public offer of the Offer Shares in any jurisdiction or possession or distribution of this press release or any other offering or publicity material relating to the Offer Shares in any jurisdiction where action for that purpose is required. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions. Persons into whose possession this press release comes shall inform themselves about, and observe, such restrictions.
This press release is not an advertisement within the meaning of the Prospectus Regulation and does not constitute a prospectus. No prospectus will be made available in connection with the matters contained in this press release and no such prospectus is required (in accordance with Regulation (EU) 2017/1129) to be published. Persons needing advice should consult an independent financial adviser.
THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER OR INVITATION TO UNDERWRITE, BUY, SUBSCRIBE, SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY, SELL, ACQUIRE, DISPOSE OR SUBSCRIBE FOR THE OFFER SHARES OR ANY OTHER SECURITY IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR IN ANY JURISDICTION IN WHICH, OR TO ANY PERSONS TO WHOM, SUCH OFFERING, SOLICITATION OR SALE WOULD BE UNLAWFUL.
The Offer Shares have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or under the securities laws of any state or other jurisdiction of the United
States, and may not be offered, sold or transferred, 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 and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. There will be no public offering of the Offer Shares in the United States or elsewhere.
The relevant clearances have not been, and nor will they be, obtained from the securities commission of any province or territory of Canada; no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; and the Offer Shares have not been, and nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Canada, Australia, Japan or South Africa. Accordingly, the Offer Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Canada, Australia, Japan or South Africa or any other jurisdiction outside the United Kingdom or to, or for the account or benefit of any national, resident or citizen of Australia, Japan or South Africa or to any investor located or resident in Canada.
AMG has not authorized any offer to the public of Offer Shares in any Member State of the European Economic Area (each a "Relevant State") or the United Kingdom.
With respect to any Relevant State, no action has been undertaken or will be undertaken to make an offer to the public of Offer Shares requiring publication of a prospectus in any Relevant State. As a result, the Offer Shares may only be offered in Relevant States: (i) to any legal entity which is a "qualified investor" as defined in the Prospectus Regulation; or (ii) in any other circumstances falling within Article 1(4) of the Prospectus Regulation; or (iii) to fewer than 150 natural or legal persons (other than qualified investors as defined under Article 2 of the Prospectus Regulation), subject to obtaining the prior consent of the Joint Global Coordinators for any such offer, provided that no such offer of Offer Shares shall result in a requirement for the publication by AMG of a prospectus pursuant to Article 3 of the Prospectus Regulation and each person who initially acquires Offer Shares or to whom any offer is made will be deemed to have represented, warranted and agreed to and with AMG that it is a "qualified investor" within the meaning of the Prospectus Regulation. Any such investor will also be deemed to have represented and agreed that any Offer Shares acquired by it in the contemplated offering of Offer Shares have not been acquired on behalf of persons other than such investor. For the purpose of this paragraph, the expression "offer of Offer Shares to the public" means the communication in any form and by any means of sufficient information on the terms of the offer and the Offer Shares to be offered so as to enable the investor to decide to exercise, purchase or subscribe for the Offer Shares and the expression "Prospectus Regulation" means Regulation (EU) 2017/1129 and amendments thereto.
With respect to the United Kingdom, no action has been undertaken or will be undertaken to make an offer to the public of Offer Shares in the United Kingdom, except that it may make an offer to the public in the United Kingdom of any Offer Shares at any time: (a) where (i) the offer is conditional on the admission of the Offer Shares to trading on the London Stock Exchange plc's main market (in reliance on the exception in paragraph 6(a) of Schedule 1 of the POATR) or (ii) the Offer Shares being offered are at the time of the offer already admitted to trading on London Stock Exchange plc's main market (in reliance on the exception in paragraph 6(b) of Schedule 1 of the POATR); (b) to any qualified investor as defined in paragraph 15 of Schedule 1 of the POATR; (c) to fewer than 150 persons (other than qualified investors as defined in paragraph 15 of Schedule 1 of the POATR), subject to obtaining the prior consent of the Joint Global Co-ordinators for any such offer; or (d) in any other circumstances falling within Part 1 of Schedule 1 of the POATR. For the purposes of this provision, the expression an "offer to the public" in relation to the Offer Shares in the United Kingdom means the communication to any person which presents sufficient information on: (a) the Offer Shares to be offered; and (b) the terms on which they are to be offered, to enable an investor to decide to buy or subscribe for the Offer Shares and the expression "POATR" means the Public Offers and Admissions to Trading Regulations 2024.
In the United Kingdom, this press release and any other materials in relation to the Offer Shares is only being distributed to, and is only directed at, and any investment or investment activity to which this press release relates is available only to, and will be engaged in only with, persons who are "qualified investors" as defined in paragraph 15 of Schedule 1 of the POATR and who are (i) persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 ("Financial Promotion") Order 2005 (the "Order"); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). Persons who are not relevant persons should not take any action on the basis of this press release and should not act or rely on it.
Certain statements in this press release are not historical facts and are "forward looking". Forward looking statements include statements concerning AMG's plans, expectations, projections, objectives, targets, goals, strategies, future events, future revenues or performance, capital expenditures, financing needs, plans and intentions relating to acquisitions, AMG's competitive strengths and weaknesses, plans or goals relating to forecasted production, reserves, financial position and future operations and development, AMG's business strategy and the trends AMG anticipates in the industries and the political and legal environment in which it operates and other information that is not historical information. When used in this press release, the words "expects," "believes," "anticipates," "plans," "may," "will," "should," and similar expressions, and the negatives thereof, are intended to identify forward looking statements. By their very nature, forward looking statements involve inherent risks and uncertainties, both general and specific, and risks exist that the predictions, forecasts, projections and other forward looking statements will not be achieved. These forward looking statements speak only as of the date of this press release. AMG expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward looking statement contained herein to reflect any change in AMG's expectations with regard thereto or any change in events, conditions, or circumstances on which any forward looking statement is based.
Attachment
- AMG Launch of a Non-Preemptive Capital Increase Press Release
