Atlantic Lithium Limited — Capital/Financing Update 2023

Dec 14, 2023

15 December 2023

A$7 million Equity Placing

to contribute to the funding of the Ewoyaa Lithium Project

Atlan�c Lithium Limited (AIM: ALL, ASX: A11, OTCQX: ALLIF, “Atlan�c Lithium” or the “Company”), the African-focused lithium explora�on and development company targe�ng to deliver 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$0.44 (equivalent to 23.35 pence) per New Share ( “ Issue Price ” ).

Highlights of the Equity Placing

• The Equity Placing will be undertaken by an institutional placement of New Shares to raise approximately A$7.0 million (£3.7 million), utilising the Company’s existing share authorities, launching today. As part of the Equity Placing, the Company reserves the ability to accept oversubscrip�ons for up to A$2.0 million (£1.0 million).

• Lithium Project in Ghana (the “ Project”) and provide addi�onal working capital for the Company.

• which, as at the last trading day of 14 December 2023 on the ASX, represents a:

• 10.2% discount to the last closing price of A$0.490; and

• o 11.9% discount to the 5-day volume weight average price of A$0.499.

• “ ”

• Canaccord Genuity (Australia) Limited has been appointed as Lead Manager ( Lead Manager ) in connec�on with the Equity Placing. Wilsons Advisory & Stockbroking is ac�ng as Co-Manager (“Co-Manager ” ).

Proposed Use of Proceeds

• Mining Lease requirements

• Downstream Conversion Study to determine viability of downstream lithium conversion in Ghana and related factors required;

• Lis�ng by introduc�on on the Ghana Stock Exchange.

• Project Expenditure

• EPA permi�ng process, land acquisi�on, reloca�on of powerline and engineering works;

• Atlan�c Lithium’s share of the Project’s overall development expenditure is approximately US$38 million, which is expected to be fully funded through (i) this Equity Placing (once completed), (ii) the comple�on of the agreed, non-binding investment in the Company from the Minerals Income Investment Fund of Ghana (“MIIF”) and (iii) the ongoing off-take financing process, due to complete in Q1 2024.

• ,

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• Exploration

• Addi�onal extensional drilling announced over and above the ongoing 2023 drilling programme.

• Working capital

• Working capital to ramp up the opera�onal readiness team, relevant produc�on processes and systems and associated costs.

Commen�ng, Neil Herbert, Execu�ve Chairman of Atlan�c Lithium, said :

“Under Ewoyaa’s current funding arrangements, which comprise Piedmont’s staged earn-in agreement, the agreed, non-binding Heads of Terms with the Minerals Income Investment Fund of Ghana for its investment in the Company and the process that is underway to secure a partner for a portion of the available off-take, we are in an excellent position to fully fund the Company’s share of the development expenditure for the Project.

“While we await the completion and receipt of the funds from MIIF’s investment, expected in Q1 2024, and the completion of the offtake process in late Q1 2024, we are undertaking this institutional placing in order to strengthen the Company’s cash balance, notably in light of recent takeover offers from the Company’s largest shareholder, Assore, and to ensure the advancement of Project in line with the current development schedule.

“Funds will be allocated towards advancing the activities agreed under the grant of the Mining Lease and for further drilling following the report of a 106m continuous pegmatite interval and broad intersections of visible spodumene outside of the current MRE. This drilling will contribute to the Company delivering an upgraded Mineral Resource Estimate for the Project in Q3 2024.

“We look forward to the completion of the placing, which we believe represents a major milestone towards fully derisking the funding of the Project.”

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Background to the Equity Placing

economic outcomes placing the Project as an industry-leading asset with a steady state produc�on rate of 365,000 tonnes per annum (“ktpa”) over a 12-year Life of Mine, an All-in Sustaining Cost of US$675/tonne and an NPV8 of US$1.3bn.

The total development expenditure for the Project is es�mated to be US$185 million, of which the Company’s partner, Piedmont Lithium, will sole fund the ini�al US$70 million, and 50% therea�er. As previously disclosed, MIIF and the Company have entered into a non-binding financing arrangement for US$32.9 million which is currently in the process of comple�ng. Following MIIF’s investment, the Company’s development expenditure requirement for Ewoyaa equates to US$38 million.

Ewoyaa, which is expected to provide upfront capital. This process is expected to complete in Q1 2024. Together, the Equity Placing, the off-take financing and MIIF’s intended investment are expected to fully fund the development expenditure for the Project and provide addi�onal capital for the Company to con�nue its explora�on plans for 2024 and broader corporate requirements.

Advisers

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

Expected Timetable of Principal Events

The �mes and dates set out below are subject to change and may be adjusted by the Company in consulta�on with the Lead Manager. In the event of any significant changes from the below expected �metable, details of the new �mes and dates will be no�fied to Company shareholders by an announcement on a Regulatory Informa�on Service.

		AIM	ASX
Announcement of the Equity Placing and ASX Trading Halt	14	December 2023	15 December 2023
Announcement of results of the Equity Placing	15	December 2023	15 December 2023
Trading Halt lifted and shares recommence trading on ASX	-		18 December 2023
Allotment and trading of new securities under the placement	22	December 2023	22 December 2023

The timetable is subject to modification at the Lead Manager’s discretion.

Allotment and trading

Allotment for New Shares (ASX and AIM) and admission to trading on AIM is expected to take place on or around 22 December 2023.

The New Shares will be issued fully paid and will rank pari passu in all respects with the Company's exis�ng Ordinary Shares, including the right to receive all dividends and other distribu�ons declared, made or paid a�er the date of issue.

Addi�onal Informa�on

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 ac�vity 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.

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

No representa�on or warranty, express or implied, is or will be made as to, or in rela�on to, and no responsibility or liability is or will be accepted by the Company, the Lead Manager or the Co-Manager, or by any of their affiliates or agents as to, or in rela�on to, the accuracy or completeness of this Announcement or any other writen or oral informa�on made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

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 admited to trading on any stock exchange other than the ASX and AIM.

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.

Disclaimer

The informa�on contained within this announcement is deemed by the company to cons�tute inside informa�on as s�pulated under the market abuse regula�on (EU) no. 596/2014 as it forms part of UK domes�c law pursuant to the European Union (withdrawal) Act 2018, as amended. Upon the publica�on of this announcement via a regulatory informa�on service, this informa�on is considered to be in the public domain.

This announcement and the informa�on contained herein, is restricted and is not for publica�on, release or distribu�on, 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 jurisdic�on in which it would be unlawful to do so.

any securi�es in the Company. This announcement does not cons�tute or contain any invita�on, solicita�on, recommenda�on, offer or advice to any person to subscribe for, otherwise acquire or dispose of any securi�es of Atlan�c Lithium Limited in any jurisdic�on in which any such offer or solicita�on would be unlawful.

Cau�onary Statement about Forward-Looking Statements

This announcement contains certain "forward-looking statements" including statements regarding our intent, belief, or current expecta�ons with respect to Atlan�c’s business and opera�ons, market condi�ons, results of opera�ons and financial condi�on, and risk management prac�ces. The words "likely", "expect", "aim", "should", "could", "may", "an�cipate", "predict", "believe", "plan", "forecast" and other similar expressions are intended to iden�fy forwardlooking statements. Indica�ons of, and guidance on, future earnings, an�cipated produc�on, life of mine and financial posi�on and performance are also forward-looking statements. These forward-looking statements involve known and unknown risks, uncertain�es and other factors that may cause Atlan�c’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 fluctua�ons and general economic condi�ons, increased costs and demand for produc�on inputs, the specula�ve nature of explora�on and project development, including the risks of obtaining necessary licences and permits and diminishing quan��es or grades of reserves, poli�cal and social risks, changes to the regulatory framework within which Atlan�c operates or may in the future operate, environmental condi�ons including extreme weather condi�ons, recruitment and reten�on of personnel, industrial rela�ons issues and li�ga�on.

other relevant environments that will exist and affect Atlan�c’s business and opera�ons in the future. Atlan�c does not give any assurance that the assump�ons will prove to be correct. There may be other factors that could cause actual

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results or events not to be as an�cipated, and many events are beyond the reasonable control of Atlan�c. Readers are cau�oned not to place undue reliance on forward-looking statements, par�cularly in the current economic climate with the significant vola�lity, uncertainty and disrup�on. Forward-looking statements in this document speak only at the date of issue. Except as required by applicable laws or regula�ons, Atlan�c does not undertake any obliga�on to publicly update or revise any of the forward-looking statements or to advise of any change in assump�ons on which any such statement is based. Except for statutory liability which cannot be excluded, each of Atlan�c, 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 informa�on 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. Securi�es Act of 1933, as amended (the “Securi�es Act” or with any securi�es regulatory authority of any state or other jurisdic�on 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 registra�on under the Securi�es Act, except pursuant to an exemp�on from, or in a transac�on not subject to, the registra�on requirements of the Securi�es Act and in compliance with any applicable securi�es laws of any state or other jurisdic�on of the United States. The Placing Shares not been approved, disapproved or recommended by the U.S. Securi�es and Exchange Commission, any state securi�es commission in the United States or any other U.S. regulatory authority, nor have any of the foregoing authori�es passed upon or endorsed the merits of the offering of the Placing Shares. Subject to certain excep�ons, the securi�es 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 na�onal, resident or ci�zen 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 securi�es 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 rela�on to the New Shares; and the New Shares have not been, and nor will they be, registered under or offered in compliance with the securi�es 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 exemp�on under the relevant securi�es 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 jurisdic�on outside the United Kingdom or to, or for the account or benefit of any na�onal, resident or ci�zen of Japan, New Zealand or the Republic of South Africa or to any investor located or resident in Canada.

This announcement is for informa�on purposes and is not a prospectus, product disclosure statement or any other offering document under Australian law or the law of any other jurisdic�on (and will not be lodged with the Australian Securi�es and Investments Commission ("ASIC") or any foreign regulator).

exemp�on from the requirement to produce a prospectus under Regula�on (EU) 2017/1129 of the European Parliament and Council of 14 June 2017 and any relevant implemen�ng measures in any Member State of the European Economic Area (the “EU Prospectus Regula�on”), or pursuant to the UK version of the EU Prospectus Regula�on, which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended (the “UK Prospectus Regula�on”) (as the case may be).

No prospectus will be made available in connec�on with the maters contained in this Announcement and no such prospectus is required (in accordance with the EU Prospectus Regula�on or the UK Prospectus Regula�on, as the case may be) to be published.

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This Announcement is being distributed to persons in the United Kingdom only in circumstances in which sec�on 21(1) of the FSMA does not apply.

This Announcement is for informa�on purposes only and is directed only at persons who are: (a) persons in Australia to whom an offer of securi�es may be made without a disclosure document (as defined in the Australian Corpora�ons Act 2001 (Cth) (“Corpora�ons Act”) on the basis that such persons are exempt from the disclosure requirements of Part 6D.2 in accordance with Sec�on 708(8) or 708(11) of the Corpora�ons Act; (b) persons in Member States (of the European Economic Area) who are Qualified Investors (as defined in the EU Prospectus Regula�on); and (c) in the United Kingdom, Qualified Investors (as defined in the UK Prospectus Regula�on) who are persons who (i) have professional experience in maters rela�ng to investments falling within the defini�on of “investment professionals” in ar�cle 19(5) of the Financial Services and Markets Act 2000 (Financial Promo�on) Order 2005, as amended (the “Order”); (ii) are persons falling within ar�cle 49(2)(a) to (d) (“high net worth companies, unincorporated associa�ons, 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 distribu�ng this Announcement must sa�sfy themselves that it is lawful to do so. Any investment or investment ac�vity to which this Announcement is available only to relevant persons and will be engaged in only with relevant persons.

For any further informa�on, please contact:

Atlan�c Lithium Limited

Neil Herbert (Execu�ve Chairman)

Amanda Harsas (Finance Director and Company Secretary)

[www.atlan�clithium.com.au ]

IR@atlan�clithium.com.au

Tel: +61 2 8072 0640

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SP Angel Corporate Finance LLP Nominated Adviser Jeff Kea�ng Charlie Bouverat Tel: +44 (0)20 3470 0470

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Yellow Jersey PR Limited Charles Goodwin Bessie Elliot atlan�c@yellowjerseypr.com Tel: +44 (0)20 3004 9512

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Canaccord Genuity Limited Financial Adviser: Raj Khatri (UK) / Duncan St John, Chris�an Calabrese (Australia)

Corporate Broking: James Asensio, Harry Rees Tel: +44 (0) 20 7523 4500

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Notes to Editors:

About Atlan�c Lithium

www.atlan�clithium.com.au

Atlan�c Lithium is an AIM and ASX-listed lithium company advancing a por�olio of lithium projects in Ghana and Côte d’Ivoire through to produc�on.

on track to become Ghana’s first lithium-producing mine.

year mine life, making it one of the top 10 largest spodumene concentrate mines in the world.

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

Atlan�c Lithium holds 509km[2] and 774km[2] of tenure across Ghana and Côte d'Ivoire respec�vely, comprising significantly under-explored, highly prospec�ve licences.

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