Training document. This due diligence report, the parties, the findings and every fact in it are fictional. It is a deliberately simplified teaching text: real red-flag reports are longer, more heavily caveated and turn on their own facts. Copper chips like Explained in Ch. 8 link each section to the chapter of the workbook that explains it. The deal this report served is documented in our M&A edition; the loan that relied on it, in our finance edition.

STRICTLY PRIVATE AND CONFIDENTIAL · PRIVILEGED

Project Sunrise
Legal Due Diligence Report

red-flag report · prepared for
ATLAS PAYMENTS GROUP PLC
in connection with the proposed acquisition of
SOLARIS DIGITAL ASSETS EUROPE LIMITED
prepared by
BLACKWOOD & STEEL LLP
26 June 2026

§Contents

1.Executive summary and risk ratingsExplained in Ch. 12

1.1The exercise. This report sets out the material findings of our legal due diligence review of Solaris Digital Assets Europe Limited (the “Target”) and its subsidiaries (together the “Group”), carried out for Atlas Payments Group plc (“Atlas”) in connection with its proposed acquisition of the entire issued share capital of the Target from Meridian Fintech Ventures Limited (the “Seller”) for €42,000,000 on locked box terms (the “Transaction”). Our review covered documents made available in the “Sunrise” virtual data room between 14 April 2026 and the cut-off date of 20 June 2026, together with the responses given in three rounds of written Q&A. This is a red-flag report: it describes only findings that in our view could affect the price, require protection in the transaction documents, require action before or after completion, or delay or prevent completion. It is not a summary of every document reviewed.
1.2Overall view. The Group is in substantially good legal order for a business of its age and stage. Title to the shares is clean, the corporate records are well kept, and the Target's regulatory authorisation is in good standing. Two findings are rated high and drove changes to the transaction structure: correspondence from the Central Bank of Ireland concerning historic anti-money-laundering monitoring (finding 5.1), and a termination right exercisable by the Group's largest customer on a change of control (finding 4.1). A number of medium-rated findings are capable of being fixed before completion or addressed through the share purchase agreement in the usual way.
1.3Key findings. The table below lists the principal findings, their ratings (defined in Appendix C) and the response we recommend. Each finding is cross-referred to the section of this report in which it is discussed.
RefFindingWorkstreamRatingRecommended response
5.1CBI inspection letter of 6 March 2026 on historic AML transaction monitoring; remediation under way; possible administrative sanctionRegulatory & AMLHIGHSpecific indemnity from the Seller; remediation covenant; disclosure ring-fenced
4.1Novapay master services agreement terminable on 60 days' notice on a change of control of the Target (≈31% of Group revenue)Material contractsHIGHApproach Novapay for comfort before signing; conduct covenant; no-termination warranty repeated at completion
5.2CBI approval of the change of qualifying holding required before completionRegulatoryCONDITIONCondition precedent in the SPA; long stop date allowing for the assessment period
7.1The “Helia” platform is owned by the Polish subsidiary; no written intra-group licence to the regulated Irish entityIP & ITMEDIUMWritten intra-group licence before completion; warranty coverage
7.2No signed IP assignment from one former contractor who worked on an early module of Helia in 2022IP & ITMEDIUMConfirmatory assignment before signing; warranty coverage
6.2Change-of-control bonuses of €350,000 in aggregate payable to two senior employees on completionEmploymentMEDIUMQuantified and priced; disclosed against the warranties
10.1Open Polish VAT enquiry on intra-group service charges; estimated exposure €120,000–€310,000TaxMEDIUMCovered by the tax covenant; monitor between signing and completion
9.1Customer chargeback dispute of €80,000 (below materiality; noted for pattern)LitigationLOWNo specific protection; general warranties suffice
1.4What happened next. For training purposes only, readers of this report can see where each recommendation landed: the specific indemnity for the AML matter became clause 10.2 of the SPA (capped at €8,000,000 and time-limited to four years), the CBI approval became the condition in clause 5, and the Polish VAT exposure sits under the tax covenant in clause 10.1. A real report would not contain this paragraph; a real deal team carries it in their heads.

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