ALL Atlantic Lithium Limited

24 October 2024

A$9 million Equity Placing
to contribute to the funding of the Ewoyaa Lithium Project

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 launch of an institutional placement ("Equity Placing") of new fully paid ordinary shares of no par value each in the Company ("New Shares") at an offer price of A$0.23 (equivalent to 11.73 pence) per New Share ("Issue Price").

Highlights of the Equity Placing

-       The Equity Placing will be undertaken by an institutional placement utilising the Company's existing share authorities, launching today, to raise a minimum of A$9.0 million (£4.6 million/US$6.0 million). As part of the Equity Placing, the Company reserves the ability to accept oversubscriptions for up to A$3.0 million (£1.5 million/US$2.0 million).

-       As part of the Equity Placing, the Company has received a signed commitment letter from Assore International Holdings Limited ("Assore"), the Company's largest shareholder, to invest up to US$5 million (A$7.5 million/£3.9 million) through the purchase of up to 32,608,695 New Shares at the Issue Price (the "Assore Participation").

-       In addition, Executive Chairman Neil Herbert, Chief Executive Officer Keith Muller, and Non-executive Director Edward Koranteng, all Directors of the Company (the "Directors"), have provided an indication to invest up to A$290,000 in aggregate in the Equity Placing (the "Director Participation"). The Assore Participation and Director Participation are conditional on shareholder approval at the Company's upcoming Annual General Meeting ("AGM"). 

-       Net proceeds from the Equity Placing will be used to contribute to funding the Company's flagship Ewoyaa Lithium Project ("Ewoyaa" or the "Project") in Ghana towards the Project Final Investment Decision ("Project FID") and working capital requirements.

-       The Equity Placing will be undertaken at a fixed issue price of A$0.23 (equivalent to 11.73 pence) per New Share, which represents a 11.5% discount to the last closing price of A$0.26 on 24 October 2024 on the ASX.

-       Canaccord Genuity (Australia) Limited has been appointed as Lead Manager ("Lead Manager") in connection with the Equity Placing. Wilsons Advisory & Stockbroking is acting as Co-Manager ("Co-Manager").

Proposed Use of Proceeds

-       Project Expenditure

·      Optimisation and technical refinement of the Ewoyaa Definitive Feasibility Study ("DFS");

·      Expenditure related to advancing the Project through the remaining permitting activities to Project FID;

·      Operational activities to achieve shovel readiness, including site preparation, relevant health and safety reports, the establishment of the Community Development Fund and the implementation of measures to manage and monitor Project impacts.

-       Exploration

·      Exploration of the highly prospective Rubino and Agboville licences in Côte d'Ivoire, as required under the terms of the licences.

-       Working capital

·      General working capital requirements.

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

"With significant recent progress made at Ewoyaa, despite having been impacted by the delay in the parliamentary ratification of the Mining Lease, this institutional Equity Placing will see the Company funded to advance the Project towards FID and shovel-readiness.

"Funds will be allocated towards the optimisation of the Ewoyaa DFS, the advancement of the Project through the key permitting and operational activities before we can break ground at the Project.

"We warmly welcome Assore's commitment to participate in the Equity Placing. As a cornerstone investor in Atlantic Lithium since its AIM listing, Assore's participation further underscores its belief in the Company achieving its goal of delivering spodumene concentrate production at Ewoyaa.

"Alongside CEO Keith Muller and Non-executive Director Edward Koranteng, I am proud to also be participating in the Equity Placing. As Directors, we believe in the importance of putting our money where our mouth is. We have done so on many occasions to date and, at such a pivotal moment for the Project, we are proud to take the opportunity to extend our belief in the Company's ambitions. 

"We look forward to the completion of the Equity Placing, which will facilitate our next steps towards delivering Ghana's first lithium mine."

Background to the Equity Placing

On 29 June 2023, the Company published a Definitive Feasibility Study for the Ewoyaa Lithium Project ("DFS") which highlighted economic outcomes placing the Project as an industry-leading asset with a steady state production rate of 365,000 tonnes per annum ("ktpa") over a 12-year Life of Mine¹ and an All-in Sustaining Cost of US$675/tonne.

The total development expenditure for the Project indicated by the DFS is estimated to be US$185 million, of which the Company's partner, Piedmont Lithium, will sole fund the initial US$70 million, and 50% thereafter. As previously disclosed, the Minerals Income Investment Fund ("MIIF") and the Company have agreed non-binding Heads of Terms for MIIF's planned total US$32.9 million Strategic Investment in the Company and its Ghanaian subsidiaries. Following the completion of MIIF's US$5 million subscription in the Company in January 2024, which constitutes Stage 1 of MIIF's Strategic Investment, the Company is currently in the process of completing Stage 2, comprising MIIF's US$27.9m Project-level investment for a 6% contributing interest in the Project. In parallel, the Company has progressed the ongoing competitive offtake partnering process to secure funding to sufficiently cover the Company's allocation of development expenditure for the Project.

The Company has made material progress towards reaching a Final Investment Decision. The following key milestones were achieved during 2024:

o  Granted a Mine Operating Permit in respect of the Project, representing the final regulatory approval required prior to commencing construction of the Project.

o  Issued a Land Use Certificate, detailing the approval of the land contained within the Project's Mining Area to be rezoned for mining purposes, as required prior to commencing construction and mining activities.

o  Environmental Protection Agency ("EPA") environmental permit granted in respect of the Project.

o  Ewoyaa Mining Lease submitted to Ghana's parliament to undergo the ratification process in order for parliament to ratify the Mining Lease.

o  Completion of the Front-End Engineering Design ("FEED") package for the Project, undertaken with DRA Projects.

The Company is currently undertaking an optimisation and technical refinement of the Ewoyaa DFS whilst advancing the Project through the remaining permitting steps to Project FID. Operational activities are underway to achieve shovel-readiness and meet the requirements of the Project permits and the implementation of measures to manage and monitor Project impacts.

Advisers

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

Expected Timetable of Principal Events

The times and dates set out below are subject to change and may be adjusted by the Company in consultation with the Lead Manager. In the event of any significant changes from the below expected timetable, details of the new times and dates will be notified to Company shareholders by an announcement on a Regulatory Information Service.

The timetable is indicative only and subject to modification at Atlantic Lithium's discretion.

Allotment and trading

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

·      Tranche 1 will be the unconditional allotment of New Shares to all investors excluding Assore and the Directors ("Tranche 1 Shares"); admission to trading on the ASX and AIM is expected to take place on or around 30 October 2024.

·      Tranche 2 will be the allotment of New Shares to Assore and the Directors, which is conditional on shareholder approval at the upcoming AGM ("Tranche 2 Shares"); admission to trading on the ASX and AIM is expected to take place on or around 6 December 2024.

All New Shares will be issued fully paid and will rank pari passu in all respects with the Company's existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid after the date of issue.

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

Related Party Transactions

The proposed Assore Participation and the Director Participation will constitute related party transactions under AIM Rule 13 of the AIM Rules for Companies.

For ASX Listing Rule 10.11 purposes, the proposed Assore Participation and the Director Participation is conditional on shareholder approval to be sought at the upcoming AGM.

Additional Information

The content of this announcement has not been approved by an authorised person within the meaning of the Financial Services and Markets Act 2000, as amended ("FSMA"). Reliance on this announcement for the purpose of engaging in any investment activity may expose an individual to a significant risk of losing all of the property or other assets invested. The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance, and persons needing advice should consult an appropriate independent financial adviser.

Nothing contained in this announcement constitutes investment, legal, tax or other advice. You should seek appropriate professional advice before making any investment decision.

No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by the Company, the Lead Manager, or by any of their affiliates or agents as to, or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

No statement in this announcement is intended to be a profit forecast or estimate, and no statement in this announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

The New Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than the ASX, AIM and the GSE.

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this announcement.

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

Disclaimer

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under Article 7 of 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. The person responsible for releasing this announcement is Amanda Harsas.

This announcement and the information contained herein, is restricted and is not for publication, release or distribution, directly or indirectly, in whole or in part, in or into the United States, Canada, Japan, the Republic of South Africa or New Zealand or any other jurisdiction in which it would be unlawful to do so.

This announcement is for information purposes only and does not itself constitute an offer for sale or subscription of any securities in the Company.  This announcement does not constitute or contain any invitation, solicitation, recommendation, offer or advice to any person to subscribe for, otherwise acquire or dispose of any securities of Atlantic Lithium Limited in any jurisdiction in which any such offer or solicitation would be unlawful. 

Cautionary Statement about Forward-Looking Statements

This announcement contains certain "forward-looking statements" including statements regarding our intent, belief, or current expectations with respect to Atlantic Lithium's business and operations, market conditions, results of operations and financial condition, and risk management practices. The words "likely", "expect", "aim", "should", "could", "may", "anticipate", "predict", "believe", "plan", "forecast" and other similar expressions are intended to identify forward-looking statements. Indications of, and guidance on, future earnings, anticipated production, life of mine and financial position and performance are also forward-looking statements. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause Atlantic Lithium's actual results, performance and achievements or industry results to differ materially from any future results, performance or achievements, or industry results, expressed or implied by these forward-looking statements. Relevant factors may include (but are not limited to) changes in commodity prices, foreign exchange fluctuations and general economic conditions, increased costs and demand for production inputs, the speculative nature of exploration and project development, including the risks of obtaining necessary licences and permits and diminishing quantities or grades of reserves, political and social risks, changes to the regulatory framework within which Atlantic Lithium operates or may in the future operate, environmental conditions including extreme weather conditions, recruitment and retention of personnel, industrial relations issues and litigation.

Forward-looking statements are based on Atlantic Lithium's good faith assumptions as to the financial, market, regulatory and other relevant environments that will exist and affect Atlantic Lithium's business and operations in the future. Atlantic Lithium does not give any assurance that the assumptions will prove to be correct. There may be other factors that could cause actual results or events not to be as anticipated, and many events are beyond the reasonable control of Atlantic Lithium. Readers are cautioned not to place undue reliance on forward-looking statements, particularly in the current economic climate with the significant volatility, uncertainty and disruption. Forward-looking statements in this document speak only at the date of issue. Except as required by applicable laws or regulations, Atlantic Lithium does not undertake any obligation to publicly update or revise any of the forward-looking statements or to advise of any change in assumptions on which any such statement is based. Except for statutory liability which cannot be excluded, each of Atlantic Lithium, its officers, employees and advisors expressly disclaim any responsibility for the accuracy or completeness of the material contained in these forward-looking statements and excludes all liability whatsoever (including in negligence) for any loss or damage which may be suffered by any person as a consequence of any information in forward-looking statements or any error or omission.

Overseas Investors

The New Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act" or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold, pledged, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, in or into the United States absent registration under the Securities Act, 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. The Placing Shares not been approved, disapproved or recommended by the U.S. Securities and Exchange Commission, any state securities commission in the United States or any other U.S. regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the Placing Shares. Subject to certain exceptions, the securities referred to herein may not be offered or sold in the United States, Canada, Japan, New Zealand, the Republic of South Africa or to, or for the account or benefit of, any national, resident or citizen of the United States, Canada, Japan, New Zealand or the Republic of South Africa.

The relevant clearances have not been, 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 Financial Markets Authority of New Zealand or the Japanese Ministry of Finance; the relevant clearances have not been, and will not be, obtained from the South Africa Reserve Bank or any other applicable body in the Republic of South Africa in relation to the New Shares; and the New 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, Japan, New Zealand or the Republic of South Africa. Accordingly, the New 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, Japan, New Zealand or the Republic of 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 Japan, New Zealand or the Republic of South Africa or to any investor located or resident in Canada.

No Public Offer or Prospectus

No public offering of the New Shares is being made in the United States, Australia, the United Kingdom or elsewhere. This announcement is for information purposes and is not a prospectus, product disclosure statement or any other offering document under Australian law or the law of any other jurisdiction (and will not be lodged with the Australian Securities and Investments Commission ("ASIC") or any foreign regulator).

All offers of the New Shares will be made in the European Economic Area or the United Kingdom pursuant to an exemption from the requirement to produce a prospectus under Regulation (EU) 2017/1129 of the European Parliament and Council of 14 June 2017 and any relevant implementing measures in any Member State of the European Economic Area (the "EU Prospectus Regulation"), or pursuant to the UK version of the EU Prospectus Regulation, which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended (the "UK Prospectus Regulation") (as the case may be).

No prospectus will be made available in connection with the matters contained in this announcement and no such prospectus is required (in accordance with the EU Prospectus Regulation or the UK Prospectus Regulation, as the case may be) to be published.

This announcement is being distributed to persons in the United Kingdom only in circumstances in which section 21(1) of the FSMA does not apply.

This announcement is for information purposes only and is directed only at persons who are: (a) persons in Australia to whom an offer of securities may be made without a disclosure document (as defined in the Australian Corporations Act 2001 (Cth) ("Corporations Act") on the basis that such persons are exempt from the disclosure requirements of Part 6D.2 in accordance with Section 708(8) or 708(11) of the Corporations Act; (b) persons in Member States (of the European Economic Area) who are Qualified Investors (as defined in the EU Prospectus Regulation); and (c) in the United Kingdom, Qualified Investors (as defined in the UK Prospectus Regulation) who are persons who (i) have professional experience in matters relating to investments falling within the definition of "investment professionals" in article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"); (ii) are persons falling within article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc") of the Order; or (iii) are persons to whom it may otherwise be lawfully communicated; (all such persons together being referred to as relevant persons").

This announcement must not be acted on or relied on by persons who are not relevant persons. Persons distributing this announcement must satisfy themselves that it is lawful to do so. Any investment or investment activity to which this announcement is available only to relevant persons and will be engaged in only with relevant persons.

End Note

¹ Ore Reserves, Mineral Resources and Production Targets

The information in this announcement that relates to Exploration Results, Ore Reserves, Mineral Resources and Production Targets complies with the 2012 Edition of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (JORC Code). The information in this announcement relating to Production Targets in respect of the Ewoyaa Lithium Project is extracted from the Company's announcement entitled "Ewoyaa Lithium Project Definitive Feasibility Study", dated 29 June 2023, which is available at www.atlanticlithium.com.au. The Company confirms, in the case of Production Targets, that all technical parameters underpinning the Definitive Feasibility Study ("DFS") continue to apply. Material assumptions for the Project have been revised on grant of the Mining Lease for the Project, announced by the Company on 20 October 2023 in the announcement entitled, "Mining Lease Granted for Ewoyaa Lithium Project". The Company is not aware of any new information or data that materially affects the information included in this announcement, the "Ewoyaa Lithium Project Definitive Feasibility Study" announcement, dated 29 June 2023, or the "Mining Lease Granted for Ewoyaa Lithium Project" announcement, dated 20 October 2023.

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

This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("MAR"), and is disclosed in accordance with the Company's obligations under Article 17 of MAR.

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.