ALL Atlantic Lithium Limited

25 October 2024

Successful Completion of A$10 million Equity Placing

Atlantic Lithium raises A$10 million to advance flagship Ewoyaa Lithium Project towards FID

Atlantic Lithium Limited (AIM: ALL, ASX: A11, GSE: ALLGH, OTCQX: ALLIF, "Atlantic Lithium" or the "Company"), the Africa-focused lithium exploration and development company targeting the delivery of Ghana's first lithium mine, is pleased to announce the successful completion of its institutional placement ("Equity Placing"), as announced on 24 October 2024 on AIM and 25 October 2024 on the ASX ("Launch Announcement"), raising a total of A$10 million (£5.1 million/US$6.7 million) at a price of A$0.23 (equivalent to 11.73 pence) per New Share ("Issue Price"). A total of 43,478,261 new fully paid ordinary shares of no-par value each in the Company will be issued ("New Shares").

As part of the Equity Placing, Assore International Holdings Limited ("Assore"), the Company's largest shareholder, has conditionally subscribed for US$5.0 million (A$7.5 million/£3.9 million) (the "Assore Participation") through the allotment of 32,775,013 New Shares at the Issue Price. Atlantic Lithium Executive Chairman Neil Herbert, Chief Executive Officer Keith Muller and Non-executive Director Edward Koranteng (the "Participating Directors") have also conditionally subscribed for 1,260,870 New Shares at the Issue Price, equating to an aggregate of A$290,000 (the "Director Participation").

The Assore Participation and Director Participation are conditional on shareholder approval at the Company's upcoming Annual General Meeting ("AGM"). On the basis that Assore's participation is approved at the upcoming AGM, Assore will hold 30.56% of the Company's issued share capital.

Proceeds of the Equity Placing will be used to contribute to the funding of the Company's flagship Ewoyaa Lithium Project ("Ewoyaa" or the "Project") in Ghana towards the Project Final Investment Decision ("Project FID"), including undertaking an optimisation and technical refinement of the Ewoyaa Definitive Feasibility Study and the completion of activities related to permitting and operating requirements prior to breaking ground at the Project, and for working capital purposes.

Canaccord Genuity (Australia) Limited ("Canaccord") acted as Lead Manager ("Lead Manager") to the Equity Placement. Wilsons Advisory & Stockbroking acted as Co-Manager ("Co-Manager").

Commenting, Neil Herbert, Executive Chairman of Atlantic Lithium, said: 

"We are pleased to have raised A$10 million in an Equity Placing led by the Company's largest shareholder, Assore, and supported by existing, new institutional shareholders and Participating Directors.

"The successful Placing, undertaken in a challenging market environment for lithium companies, demonstrates strong support for the Project from existing and prospective shareholders. Assore has proven to be a hugely supportive shareholder and partner since the Company's admission to AIM and, through its participation in the Equity Placing, has demonstrated its ongoing belief in the success of the Project.

"With the proceeds allocated to completing key activities to advance Ewoyaa towards Project FID, the Placing puts the Company on firm footing to achieve its ambitions of delivering commercial production of spodumene in Ghana.

"We look forward to providing further updates on our progress in due course."

Related Party Transactions

For ASX Listing Rule 10.11 purposes, the Assore Participation and Director Participation are conditional on shareholder approval to be sought at the upcoming AGM. In the case of Assore, as it is a substantial holder holding greater than 10% (currently it has a relevant interest in 27.56% of the voting shares in the Company) and has a relevant agreement to nominate directors to the Company (Kieran Daly and Christelle van der Merwe; the "Assore Nominee Directors"), shareholder approval for the Assore Participation is required pursuant to ASX Listing Rule 10.11.3. In the case of the Participating Directors, as they are directors and related parties of the Company, shareholder approval for the Director Participation is required pursuant to ASX Listing Rule 10.11.1.

Assore is a Substantial Shareholder of the Company as defined by the AIM Rules for Companies, holding 27.56% of the Company's issued share capital prior to the Equity Placing. As a Substantial Shareholder, Assore's participation in the Equity Placing is deemed to be a related party transaction for the purposes of AIM Rule 13.

As the Participating Directors are directors of the Company, the proposed Director Participation in the Equity Placing is deemed to be a related party transaction for the purposes of AIM Rule 13.

The directors of the Company, other than the Participating Directors and the Assore Nominee Directors, having consulted with the Company's nominated adviser, SP Angel Corporate Finance LLP, consider that the terms of the Assore Participation and Director Participation in the Equity Placing are fair and reasonable insofar as shareholders of the Company are concerned.

Allotment and Admission

Allotment for New Shares (on AIM, ASX and the GSE) will take place in two tranches:

·      Tranche 1 is the unconditional allotment of 9,442,378 New Shares to all investors excluding Assore and the Participating Directors ("Tranche 1 Shares").

·      Tranche 2 is the allotment of 34,035,883 New Shares to Assore and the Participating Directors, which is conditional on shareholder approval at the upcoming AGM ("Tranche 2 Shares").

Applications will be made to the London Stock Exchange and the Australian Securities Exchange for admission of the Tranche 1 Shares to trading on AIM and the ASX, expected to take place at 8:00 a.m. London time on 30 October 2024 on AIM and 10:00 a.m. on 30 October 2024 Sydney time on the ASX.

Subject to receipt of requisite shareholder approval, a further application will be made to the London Stock Exchange and the Australian Securities Exchange for admission of the Tranche 2 Shares to trading on AIM and the ASX, expected to take place at 8:00 a.m. London time on 6 December 2024 on AIM and 10:00 a.m. on 6 December 2024 Sydney time on the ASX.

An application will be made to the GSE for admission to trading of the Tranche 1 and Tranche 2 Shares in due course.

Revised Shareholdings Following Equity Placing

Following the issue of Tranche 1 and Tranche 2 Shares, the revised shareholdings of Assore and the Participating Directors will be as follows:

¹ Following issue of Tranche 1 Shares

² Following issue of Tranche 2 Shares

Total Voting Rights

Following admission of the Tranche 1 Shares, there will be 659,111,431 Ordinary Shares in issue carrying voting rights admitted to trading (on AIM, ASX and the GSE). This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.

Following approval of the Tranche 2 Shares at the upcoming AGM, the Company will confirm the revised figure to be used by shareholders.

Exchange Rates

The exchange rates used in the announcement are as follows (as at 23 October 2024):

·    AUD - USD: 0.67

·    AUD - GBP: 0.51

·    USD - GBP: 0.77

Unless otherwise specified, all defined and capitalised terms have the same meaning as set out in the Company's Launch Announcement, released on 24 October 2024 on AIM and 25 October 2024 on the ASX.

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the market abuse regulation (EU) no. 596/2014 as it forms part of UK domestic law pursuant to the European Union (withdrawal) Act 2018, as amended. Upon the publication of this announcement via a regulatory information service, this information is considered to be in the public domain.

Authorised for release by Amanda Harsas, Finance Director and Company Secretary, Atlantic Lithium Limited.

For any further information, please contact:

Atlantic Lithium Limited

Neil Herbert (Executive Chairman)

Amanda Harsas (Finance Director and Company Secretary)

Notes to Editors:

About Atlantic Lithium

www.atlanticlithium.com.au

Atlantic Lithium is an AIM, ASX, GSE and OTCQX-listed lithium company advancing its flagship project, the Ewoyaa Lithium Project, a significant lithium spodumene pegmatite discovery in Ghana, through to production to become the country's first lithium-producing mine.

The Definitive Feasibility Study for the Project indicates the production of 3.6Mt of spodumene concentrate over a 12-year mine life, making it one of the largest spodumene concentrate mines in the world.

The Project, which was awarded a Mining Lease in October 2023, is being developed under an earn-in agreement with Piedmont Lithium Inc.

Atlantic Lithium holds a portfolio of lithium projects within 509km² and 771km² of granted and under-application tenure across Ghana and Côte d'Ivoire respectively, which, in addition to the Project, comprises significantly under-explored, highly prospective licences.