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ATOME (AIM: ATOM), the leading developer of international green fertiliser projects, is pleased to announce the signing of non-binding Heads of Terms (the Terms) with Hy24s managed Clean H2 Infra Fund for an up to US$115 million investment in the Villeta project in Paraguay (Villeta or the Project). Under the proposal, the Clean H2 Infra Fund will become the anchor and lead equity investor in relation to the Companys flagship 260,000 tonnes p.a. green fertiliser project. The agreement marks a significant milestone towards Final Investment Decision (FID). Highlights - Non-binding Heads of Terms and binding exclusivity agreement signed with Hy24, the worlds largest low-carbon hydrogen asset manager with more than US$2 billion under management - The Clean H2 Infra Fund commits to serving as the anchor and lead equity investor, and, subject to certain conditions being met, invest a minimum of US$100 million and up to US$115 million in the Project as the anchor and lead equity investor - The Terms attribute to ATOME a value of US$60 million for the Villeta Project, prior to further near-term value catalysts - ATOME is able to co-invest with Hy24 in Villeta on pari passu terms together with other new investors forming part of the equity club which is now being constituted - Up to US$5 million to be advanced to ATOME by the Clean H2 Infra Fund in the period through to FID with first instalment of US$1 million paid upon signing of the Terms - ATOME to maintain day-to-day management and operational responsibility through the life of the project - Signing of full equity definitive agreement targeted in Q2 2025, with FID and full financial closing targeted by end H1 2025 - Substantially oversubscribed debt financing proposals progressing as expected - Definitive EPC and Offtake contracts expected in Q2 2025 Olivier Mussat, CEO of ATOME, commented: We welcome Hy24, a worldwide leader in hydrogen private equity finance, as an anchor equity investor and are excited to bring the project to full financial close in the first half of this year. The Hy24 team has demonstrated deep industry expertise that will accelerate our project development. This demonstrates the substantial value in ATOMEs business model of developing shovel-ready projects that combine market offtake and strong financial returns with significant development impact, backed by our proven management expertise. Pierre-Etienne Franc, CEO and Co-Founder of Hy24, commented: This marks Hy24s first step toward a potential direct investment in the region through our Clean H2 Infra Fund. We are committed to supporting the most promising project developers who contribute to providing cleaner alternatives. ATOMEs Villeta project stands as one of South Americas most advanced green fertiliser initiatives, driven by Paraguays exceptional renewable resources, a highly experienced team that has effectively advanced the projects development, and strong offtake potential within the Mercosur region. Villeta has the capacity to significantly enhance the regions food sovereignty. Heads of Terms ATOME is pleased to announce that following a series of detailed and competitive equity finance discussions with reputable international financing institutions, it has entered into the Terms with the Clean H2 Infra Fundin relation to its first flagship 145MW green fertiliser project in Villeta, Paraguay. Under the Terms, Hy24s Clean H2 Infra Fund would: - Become the anchor and lead equity investor in the project and commit to a minimum of US$100 million and up to US$115 million; and - Advance a total of up to US$5 million to ATOME between now and FID from its proposed equity participation, with the first instalment of US$1 million paid on signing of the Terms. ATOME will maintain day-to-day management and operational responsibility of the Project subject to normal governance protections in favour of the incoming equity investors. The Terms attribute to ATOME a value of US$60 million for the Villeta Project. This value is expected to grow as the Project comes to fruition and further benefits from ATOMEs ability to co-invest pari passu in Villeta with Hy24 and the other equity club investors. The full Terms envisage a total funding for the Project of approximately US$625 million which includes not only the cost of construction but also financing, interest, transaction and supervision costs during the build period, with at least 60% coming from debt finance with the balance represented by project equity. The agreed working timetable estimates that the parties progress towards the signing of full definitive agreements with all the equity providers in Q2 2025, with FID and full financial closing anticipated with the debt providers by end H1 2025. The equity club of investors, incorporating Hy24s Clean H2 Infra Fund and ATOME, will be constituted within that time frame. As previously stated, the debt financing element of the project finance is substantially oversubscribed on the basis of the non-binding offers received and has progressed materially with global financial institutions on better-than-expected terms. Specific details of the make-up of the debt participants are expected to be announced by the end of April 2025. In the meantime, final discussions on the definitive Engineering, Procurement and Construction agreement with the Companys chosen contractor Casale S.A. are progressing rapidly with agreement signing anticipated in Q1 2025. Likewise, negotiations on the definitive full offtake agreement with Yara International are proceeding well with senior Yara representatives having had a successful visit to Paraguay at the end of January. It is anticipated that the definitive agreement will be signed by early Q2 2025, subject to necessary approvals. The Terms are subject to a number of conditions including, inter alia, binding offtake, EPC and lending definitive agreements being executed and completion by Hy24s Clean H2 Infra Fund of satisfactory due diligence, which is currently ongoing. ATOME has accordingly granted Hy24s Clean H2 Infra Fund an exclusivity period to allow the parties to work to finalise the definitive equity agreement within the projected time frame. The Terms are non-binding other than in respect of the exclusivity period and the advance by Hy24s Clean H2 Infra Fund of up to US$5 million of its proposed equity participation (repayable if full definitive binding agreements are not entered into). ATOME has also agreed to a binding breakup fee of up to US$1 million in the event that the Company breaks the exclusivity arrangements. |
