Atlantic Lithium Limited — Proxy Solicitation & Information Statement 2025

Oct 6, 2025

7 October 2025

Notice of Extraordinary General Meeting

Atlantic Lithium Limited (AIM: ALL, ASX: A11, GSE: ALLGH, “Atlantic Lithium” or the “Company”), the Africa-focused lithium exploration and development company targeting the delivery of Ghana's first lithium mine, announces that it will hold an Extraordinary General Meeting (“EGM”) at 8am (London time) / 7pm (Sydney time) on Thursday, 6 November 2025.

The EGM will be held online via a virtual meeting facility. Details of how shareholders can participate can be found within the Notice of Extraordinary General Meeting and Explanatory Memorandum.

The Resolutions put to shareholders at the EGM relate to the ratification of First Placement Shares issued under the Share Placement Agreement, the ratification of Fee Shares issued under the Equity Placement Facility Agreement, and the approval to issue Warrants, Security Shares and the Initial Placement Shares under the Equity Placement Facility Agreement, as detailed in the Company’s announcement dated 3 September 2025 in respect of its financing arrangements with Long State[1] .

The Company’s largest shareholder, Assore International Holdings Limited (“Assore”), has confirmed that it intends to vote in favour of the Resolutions.

The EGM materials will be dispatched to shareholders today and can be found attached to this announcement.

A copy will also be made available on the Company’s website via the following link: htps://www.atlantclithium.com.au/gm-notces.

1 By way of Long State Investments Ltd nominated entity Patras Capital Pte Ltd.

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

7 October 2025

==> picture [110 x 29] intentionally omitted <==

For any further information, please contact:

Atlantic Lithium Limited

Keith Muller (Chief Executive Officer)

Amanda Harsas (Finance Director and Company Secretary)

• [www.atlanticlithium.com.au ]

IR@atlanticlithium.com.au

Tel: +61 2 8072 0640

==> picture [114 x 33] intentionally omitted <==

==> picture [69 x 43] intentionally omitted <==

==> picture [69 x 43] intentionally omitted <==

SP Angel Corporate Finance LLP Yellow Jersey PR Limited Canaccord Genuity Limited Nominated Adviser Charles Goodwin Financial Adviser: Jeff Keating Bessie Elliot Raj Khatri (UK) / Charlie Bouverat atlantic@yellowjerseypr.com Duncan St John, Christian Calabrese Tel: +44 (0)20 3470 0470 Tel: +44 (0)20 3004 9512 (Australia) Corporate Broking: James Asensio Tel: +44 (0) 20 7523 4500

Notes to Editors:

About Atlantic Lithium

www.atlanticlithium.com.au

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

The Company published a Definitive Feasibility Study in respect of the Project in July 2023. The Project was awarded a Mining Lease in October 2023, an Environmental Protection Authority (“EPA”) Permit in September 2024, and a Mine Operating Permit in October 2024 and is being developed under an earn-in agreement with Piedmont Lithium Inc.

Atlantic Lithium holds a portfolio of lithium projects within 509km[2] and 771km[2] 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.

==> picture [524 x 5] intentionally omitted <==

Notice of Extraordinary General Meeting

Page 2 of 2

Notice of Extraordinary General Meeting and Explanatory Memorandum

Atlantic Lithium Limited ACN 127 215 132

Date of Meeting: Thursday, 6 November 2025

Time of Meeting: 7.00pm (Sydney time) / 8.00am (London time) Place of Meeting: By virtual meeting facility

If you are unable to attend the Meeting, please complete the proxy form enclosed and return it in accordance with the instructions set out on that form.

Notice of Meeting

Notes

Notice is given that the Extraordinary General Meeting ( EGM ) of Shareholders of Atlantic Lithium Limited ACN 127 215 132 ( Company ) will be held online only by virtual meeting facility on Thursday, 6 November 2025 at 7.00pm (Sydney time) / 8.00am (London time).

The EGM will be made accessible to shareholders via an online platform, hosted by Computershare, that will include the ability for shareholders to ask questions in relation to the business of the meeting and to vote in real time at the meeting. These processes are set out in this notice of meeting ( Notice ).

The Company encourages shareholders to participate in the EGM via the online platform. Whilst shareholders will be able to vote online during the meeting via the Computershare platform, shareholders are encouraged to lodge a proxy ahead of the meeting even if they are participating online. If you are unable to attend the virtual meeting please lodge your vote online at www.investorvote.com.au.

The Company also invites shareholders to submit questions in advance of the EGM. Questions may be submitted by email to info@atlanticlithium.com.au or by submitting an online question when voting online at www.investorvote.com.au.

How to participate in the EGM online

Shareholders may participate in the EGM via the online platform from their computer, smartphone or tablet by entering https://meetnow.global/MWQAZFN into their browser. The online platform will allow shareholders to view the meeting presentation, vote and ask questions in real-time. Further information regarding the online platform (including how to participate, vote and ask questions during the meeting) is set out in the online meeting guide which is attached to this Notice. We look forward to engaging with our shareholders virtually and hope that you will participate in the virtual meeting.

Voting Entitlements

All Resolutions shall be conducted by poll.

For the purposes of determining voting entitlements at the EGM, Shares will be taken to be held by the persons who are registered as holding at 7.00pm (Sydney time) on Tuesday, 4 November 2025. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the EGM.

Voting by proxy

If you are unable to attend the EGM, you are encouraged to complete and return the proxy form accompanying this Notice in accordance with the instructions set out in the proxy form. You can lodge your completed proxy form with the Company’s Share Registry manager, Computershare by:

• (a) mailing it to Computershare using the reply paid envelope;

• (b) posting it to GPO Box 242, Melbourne VIC 3001 Australia;

• (c) lodging it online at Computershare’s website investorvote.com.au by using the information provided on your accompanying proxy form;

• (d) faxing it to 1800 783 447 (within Australia) or +61 3 9473 2555 (outside Australia); or (e) Intermediary Online subscribers (Institutions/Custodians) may lodge their proxy instruction online by visiting: intermediaryonline.com.

The completed proxy form must be received by Computershare no later than at 7.00pm (Sydney time) on Tuesday, 4 November 2025 (being not later than 48 hours before the commencement of the Meeting). Any proxy form received after that time will not be valid for the scheduled Meeting.

Notice of EGM – Atlantic Lithium Limited

Page 2 of 22

Notice of Meeting

In accordance with section 249L of the Corporations Act, Shareholders are advised that:

• (a) each Shareholder has a right to appoint a proxy;

• (b) the proxy need not be a Shareholder of the Company; and

• (c) A Shareholder who is entitled to cast two (2) or more votes may appoint two (2) proxies and may specify the proportion or number of votes each proxy is appointment to exercise. If the member appoints two (2) proxies and the appointment does not specify the proportion or number of the member’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

Shareholders and their proxies should be aware that:

• (a) if proxy holders vote, they must cast all directed proxies as directed; and

• (b) any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Voting online at the Meeting

The Company is pleased to provide Shareholders with the opportunity to attend and participate in the Meeting through a fully virtual platform, where Shareholders will be able to watch, listen, ask questions, and vote online in real time.

The virtual online EGM will take place at 7.00pm (Sydney time) / 8.00am (London time) on Thursday 6 November 2025 via the online platform available at https://meetnow.global/MWQAZFN. Shareholders, proxies and corporate representatives are invited to view and participate in the meeting online by entering that address in their web browser.

Detailed instructions on how to log into the platform and vote and ask questions are set out in the Online Meeting Guide attached at the back of this Notice.

Proxyholders will need their unique username and password which may be obtained by contacting the Company's Share Registry on +61 3 9415 4024 during the online registration period which will open 1 hour before the start of the meeting.

Voting will be open until the Chair of the EGM closes the EGM.

All resolutions will be determined by a poll. The virtual meeting platform will facilitate online voting in real time at the meeting.

The results of the voting on resolutions requiring a shareholder vote at the EGM will be announced to ASX promptly after the meeting.

You may still vote at the virtual Meeting even if you have appointed a proxy. If you have previously submitted a Proxy Form, your attendance at the Meeting will not revoke your proxy appointment unless you vote on a Resolution during the Meeting, in which case the proxy’s appointment is deemed to be revoked in respect of that Resolution.

Voting by a corporation

A body corporate that is a Shareholder or which has been appointed as a proxy, may appoint an individual to act as its representative at the Meeting. The appointment must comply with the requirements of section 250D of the Corporations Act. The Company will require written proof of the representative’s appointment which must be lodged with or presented to the Company before the EGM (including any authority under which it is signed, unless it has previously been given to the Company).

Notice of EGM – Atlantic Lithium Limited

Page 3 of 22

Notice of Meeting

Technical Difficulties

Should any technical difficulties arise during the course of the EGM, the Chair of the EGM has discretion as to whether and how the meeting should proceed having regard to the number of shareholders impacted and the extent to which participation is affected. Where the Chair considers it appropriate, the Chair may continue to hold the meeting and transact business, including conducting a poll and voting in accordance with valid proxy instructions received by the Company. For this reason, shareholders are encouraged to lodge a proxy by no later than 7.00pm (Sydney time) on Tuesday, 4 November 2025 (being not later than 48 hours before the commencement of the Meeting) even if they plan to attend online.

Other matters

The Notice is important and should be read in its entirety. If you are in doubt as to the course of action you should follow, you should consult your financial adviser or other professional adviser. If you have any difficulties obtaining a copy of the Notice of Meeting please contact the Company’s share registry, Computershare Investor Services Pty Limited on 1300 850 505 (within Australia) or +61 (3) 9415 4000 (overseas).

Terms used in this Notice of Meeting are defined in section 9 (Interpretation) of the accompanying Explanatory Memorandum.

Notice of EGM – Atlantic Lithium Limited

Page 4 of 22

Notice of Meeting

Agenda

Ordinary business

1. Resolution 1 - Ratification of issue of First Placement Shares under the Share Placement Agreement

To consider and, if thought fit, pass the following Resolution, with or without amendment, as an Ordinary Resolution of the Company:

“That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 24,786,526 Shares issued to Long State Investments Ltd.[1] (or its nominee/s) under Listing Rule 7.1 on the terms and conditions in the Explanatory Memorandum.”

Voting Exclusion Statement for Resolution 1

The Company will disregard any votes cast in favour of the Resolution by or on behalf of:

• Long State Investments Ltd. and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the entity); or

• any of their respective associates, or nominees.

However, this does not apply to a vote cast in favour of this Resolution 1 by:

• a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or

• the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or

• a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and

• the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

2. Resolution 2 - Ratification of issue of Fee Shares under the Equity Placement Facility Agreement

To consider and, if thought fit, pass the following Resolution, with or without amendment, as an Ordinary Resolution of the Company:

“That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 1,174,288 Fee Shares issued to Long State Investments Ltd. (or its nominee/s) under Listing Rule 7.1 on the terms and conditions in the Explanatory Memorandum.”

Voting Exclusion Statement for Resolution 2

The Company will disregard any votes cast in favour of the Resolution by or on behalf of:

• Long State Investments Ltd. and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the entity); or

• any of their respective associates, or nominees.

1 By way of Long State Investments Ltd. nominated entity Patras Capital Pte Ltd Notice of EGM – Atlantic Lithium Limited

Page 5 of 22

Notice of Meeting

However, this does not apply to a vote cast in favour of this Resolution 2 by:

• a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or

• the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or

• a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and

• the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

3. Resolution 3 - Approval to issue Warrants under the Equity Placement Facility Agreement

To consider and, if thought fit, pass the following Resolution, with or without amendment, as an Ordinary Resolution of the Company:

“That, subject to the passing of each of the Conditional Resolutions, for the purposes of Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of 10,000,000 Warrants to Long State Investments Ltd. (or its nominee/s) on the terms and conditions set out in the Explanatory Memorandum.”

Voting Exclusion Statement for Resolution 3

The Company will disregard any votes cast in favour of the Resolution by or on behalf of:

• Long State Investments Ltd. and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the entity); or

• any of their respective associates, or nominees.

However, this does not apply to a vote cast in favour of this Resolution 3 by:

• a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or

• the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or

• a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and

• the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Notes

Resolutions 3 to 5 ( Conditional Resolutions ) are conditional upon the passing of one another, so that each will not have effect unless and until all others are passed.

Notice of EGM – Atlantic Lithium Limited

Page 6 of 22

Notice of Meeting

4. Resolution 4 - Approval to issue Security Shares under the Equity Placement Facility Agreement

To consider and, if thought fit, pass the following Resolution, with or without amendment, as an Ordinary Resolution of the Company:

“That, subject to the passing of each of the Conditional Resolutions, for the purposes of Listing Rule 7.1, Rule 6.2(a) of the Constitution and for all other purposes, Shareholders approve the issue of 10,000,000 Shares as Security Shares to Long State Investments Ltd. (or its nominee/s), on the terms and conditions set out in the Explanatory Memorandum.”

Voting Exclusion Statement for Resolution 4

The Company will disregard any votes cast in favour of the Resolution by or on behalf of:

• Long State Investments Ltd. and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the entity); or

• any of their respective associates, or nominees.

However, this does not apply to a vote cast in favour of this Resolution 4 by:

• a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or

• the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or

• a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and

• the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Notes

Resolutions 3 to 5 are conditional upon the passing of one another, so that each will not have effect unless and until all others are passed.

5. Resolution 5 - Approval to issue the Initial Placement Shares under the Equity Placement Facility Agreement

To consider and, if thought fit, pass the following Resolution, with or without amendment, as an Ordinary Resolution of the Company:

“That, subject to the passing of each of the Conditional Resolutions, for the purposes of Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of Shares to Long State Investments Ltd. (or its nominee/s), on the terms and conditions set out in the Explanatory Memorandum.”

Voting Exclusion Statement for Resolution 5

The Company will disregard any votes cast in favour of the Resolution by or on behalf of:

• Long State Investments Ltd. and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the entity); or

Notice of EGM – Atlantic Lithium Limited

Page 7 of 22

Notice of Meeting

• any of their respective associates, or nominees.

However, this does not apply to a vote cast in favour of this Resolution 5 by:

• a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or

• the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or

• a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and

• the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Notes

Resolutions 3 to 5 are conditional upon the passing of one another, so that each will not have effect unless and until all others are passed.

Other Business

To consider any other business as may be lawfully put forward in accordance with the Constitution of the Company.

By order of the Board

==> picture [85 x 30] intentionally omitted <==

Amanda Harsas Finance Director and Company Secretary

7 October 2025

Notice of EGM – Atlantic Lithium Limited

Page 8 of 22

Explanatory Memorandum

1. Introduction

The following information is provided to Shareholders of the Company in connection with the business to be considered at the General Meeting of Shareholders to be held online only by https://meetnow.global/MWQAZFN on Thursday, 6 November 2025 at 7.00pm (Sydney time) / 8.00am (London time).

The Directors recommend Shareholders read the accompanying Notice of Meeting and this Explanatory Memorandum in full before making any decision in relation to the Resolutions.

Unless otherwise defined, terms used in this Explanatory Memorandum are defined in section 9.

2. Overview of agreements with Long State

On 3 September 2025, the Company executed the following binding financing agreements with Long State Investments Ltd. ( Long State ):

• (a) a share placement agreement to raise up to £8 million ( Share Placement Agreement ); and

• (b) a committed equity facility to raise up to £20 million through placement tranches of shares in the Company over the next 24 months following shareholder approval ( Equity Placement Facility Agreemen t or EPF ).

The Company has completed the first placement under the Share Placement Agreement, through an initial placing of 24,786,526 shares that are the subject of Resolution 1 ( First Placement ). After the First Placement, the Company, at its sole discretion, can undertake additional placings ( Subsequent Placements ), provided that the maximum aggregate amount of the First Placement and all Subsequent Placements shall not exceed £8 million.

The Share Placement Agreement and Equity Placement Facility Agreement (together, the Agreements ) provide the Company with access to a significant pool of capital, while maintaining flexibility and control over the terms of the placements, over a two-year period, which represents a critical period for the Company as it advances the Project towards construction and production.

The Agreements enable the Company to source funds if and when required during the period, at what the Company considers to be more attractive terms compared to other traditional equity financing methods, which are often associated with greater shareholder dilution.

The Company’s largest shareholder, Assore International Holdings Limited ( Assore ) has confirmed that it intends to vote in favour of the resolutions relating to the Agreements, in the absence of a superior proposal. Further detail in relation to the Agreements are set out in the following Explanatory Memorandum.

3. Resolution 1 - Ratification of issue of the First Placement Shares under the Share Placement Agreement

3.1 Share Placement Agreement – First Placement

Under the First Placement of the Share Placement Agreement, the Company has issued 24,786,526 shares to Long State (or its nominee) at an issue price of £0.080689 (A$0.16566) each ( First Placement Price ), to raise approximately £2 million (A$4,106,060) ( First Placement Proceeds ).

Notice of EGM – Atlantic Lithium Limited

Page 9 of 22

Explanatory Memorandum

In respect of the First Placement Proceeds:

• (a) the Company has retained 50% of the First Placement Proceeds, being approximately £1,000,000 (A$2,053,030); and

• (b) the Company has paid the remaining 50% of the First Placement Proceeds ( Swap Deposit ) to Long State (as a deduction from the First Placement Proceeds) which will be subject to the swap arrangements detailed below. On the Trading Day immediately after the relevant “Pricing Period” (as that term is defined in the formula below) ( Swap Payment Date ):

• (1) Long State must pay the Swap Deposit to the Company;

• (2) where the Adjustment Price (defined below) is positive, Long State must pay the Swap Amount (defined below) to the Company; and

• (3) where the Adjustment Price is negative, then the Company must pay the Swap Amount to Long State.

The Swap Amount will be calculated as follows:

Swap Amount = A x B

Where:

• A = Number of Placement Shares (i.e. 24,786,526)

B = Adjustment Price, calculated as the difference between the “Market Price” (being the numeric average of 40 daily VWAPs of the Company’s shares trading on AIM, as nominated by Long State during the relevant “Pricing Period” (the 80-day trading period immediately after completion, as may be extended to exclude any days within the pricing period under the Equity Placement Facility Agreement), minus the “Benchmark Price” (being 115% of the First Placement Price).

The Placement Shares in respect of the First Placement were issued pursuant to the Company’s Listing Rule 7.1 capacity.

The process in respect of all Subsequent Placements will align with the process in respect of the First Placement outlined above. Subject to the satisfaction of customary conditions precedent, Subsequent Placement requests can be made by the Company up to 24 months after the Commitment Commencement Date of the Facility (as that term is defined below).

The Share Placement Agreement may be terminated by agreement between the Company and Long State at any time or by Long State in respect of an event of default or a change in law.

The Share Placement Agreement contains typical investor protections such as conditions precedent that must be satisfied for each placement, negative covenants and representations and warranties.

As conditions to the Share Placement Agreement, Long State undertakes that:

• (a) it and its affiliates will not participate in short selling of any of the Company’s securities over the term of the agreement.

• (b) it will not trade more than 5% of the number of placement shares per day during the relevant Pricing Period without prior consent from the Company.

3.2 Listing Rules 7.1 and 7.4

Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of Equity Securities that a listed company can issue without the approval of its shareholders over

Notice of EGM – Atlantic Lithium Limited

Page 10 of 22

Explanatory Memorandum

any 12-month period to 15% of the fully paid ordinary shares it had on issue at the start of that period.

The issue of the First Placement Shares to Long State does not fit within any of the exceptions to Listing Rules 7.1 and, as they have not been approved by Shareholders, effectively uses up part of the Company's 15% placement capacity under Listing Rule 7.1.

This reduces the Company's capacity to issue further Equity Securities without Shareholder approval under Listing Rule 7.1 for the 12-month period following the issue of the Long State First Placement Shares.

Listing Rule 7.4 provides an exception to Listing Rule 7.1. It provides that where a company in a general meeting ratifies the previous issue of securities made pursuant to Listing Rule 7.1 (and provided that the previous issue did not breach Listing Rule 7.1), those securities will be deemed to have been made with shareholder approval for the purpose of Listing Rule 7.1.

The Company confirms that Listing Rule 7.1 was not breached at the time the Long State First Placement Shares were agreed to be issued.

• 3.3

Listing Rule 7.5

Pursuant to and in accordance with Listing Rule 7.5, the following information is provided in relation to the ratification of the issue of the Long State First Placement Shares:

• (a) The Long State First Placement Shares were issued to Long State Investments Ltd by way of its nominated entity Patras Capital Pte Ltd ( Long State )

• (b) A total of 24,786,526 Shares were issued under Listing Rule 7.1.

• (c) The First Placement Shares issued to Long State are fully paid ordinary Shares in the capital of the Company and rank equally in all respects with the Company's existing Shares on issue.

• (d) The Long State First Placement Shares were issued on or about 5 September 2025.

• (e) The Long State First Placement Shares were issued at £0.080689 (A$0.16566) each. As noted above, the Company has retained 50% of the First Placement Proceeds, with the remaining 50% the subject of the swap arrangements as noted above in section 3.1.

• (f) The proceeds from the issue of the Long State First Placement Shares are intended to provide the Company with necessary funds to advance its flagship Project in Ghana towards production and working capital requirements.

• (g) A summary of the material terms of the Share Placement Agreement is set out above in section 3.1.

• (h) A voting exclusion statement is included in Resolution 1.

3.4 Effect of Shareholder Approval

The effect of Shareholders passing Resolution 1 will be to allow the Company to retain the flexibility to issue Equity Securities in the future up to the 15% placement capacity set out in Listing Rule 7.1, without the requirement to obtain prior Shareholder approval.

If Resolution 1 is passed, the Long State First Placement Shares will be excluded in calculating the Company's 15% limit in Listing Rule 7.1, effectively increasing the number of

Notice of EGM – Atlantic Lithium Limited

Page 11 of 22

Explanatory Memorandum

Equity Securities it can issue without Shareholder approval over the 12-month period following the issue date.

If Resolution 1 is not passed, the Long State First Placement Shares will continue to be included in the Company's 15% limit under Listing Rule 7.1, effectively decreasing the number of Equity Securities the Company can issue or agree to issue without obtaining prior Shareholder approval, to the extent of 24,786,526 Equity Securities for the 12-month period following the issue of those Long State First Placement Shares.

3.5 Director’s recommendation

The Directors recommend that Shareholders vote in favour of Resolution 1.

4. Resolution 2 - Ratification of the issue of Fee Shares to Long State under the Equity Placement Facility

4.1 Summary of the Equity Placement Facility

As noted above, the Company has entered an EPF with Long State, providing up to £20 million in discretionary funding over 24 months to support the advancement of the Project and working capital. Other than an initial £500,000 placement (subject to separate approval under Resolution 5), the Company is under no obligation to draw on the facility, with the timing, amount (generally up to £500,000 per tranche, or £5 million by mutual consent, with Long State able to increase each placement by up to 15%), and the nominated price (not below £0.06) for each placement being at the Company’s discretion.

Shares will be issued at the higher of the Company’s nominated price and the market price (based on five VWAPs chosen by Long State over a 20-day pricing period). A 5% commission is payable on each placement. As part of the facility, the Company was required to pay Long State a £100,000 implementation fee, which Long State agreed to use for the immediate subscription of £100,000 of Shares (the subject of this Resolution 2), 10 million warrants exercisable over 5 years at 150% of the relevant VWAP (subject to approval under Resolution 3), and 10 million Security Shares (subject to approval under Resolution 4). The Security Shares, on expiry or termination, must be transferred to the Company’s nominee, sold with proceeds returned to the Company, or bought back and cancelled at no cost.

The EPF may be terminated by the Company at any time without penalty, does not restrict other ordinary financing, and contains customary conditions, covenants and warranties, with Long State also agreeing not to short sell the Company’s securities, not to trade beyond agreed daily and placement limits, to provide trading summaries on request, and not to hold more than 19.99% of the Company’s shares or trigger a mandatory takeover offer.

4.2 Background to the Fee Shares

As noted above, under the EPF, the Company was required to pay Long State a cash implementation fee of £100,000 ( Implementation Fee) . Long State agreed to immediately apply the Implementation Fee for the issue of 1,174,188 Shares at £0.085165 (A$0.17483) per Share based on the adjusted VWAP on the Trading Day immediately prior to the date on which the Implementation Fee was paid ( Fee Shares ).

4.3 Listing Rules 7.1 and 7.4

A summary of Listing Rules 7.1 and 7.4 are in section 3.2 above.

The issue of the Fee Shares does not fit within any of the exceptions to Listing Rules 7.1 and, as they have not been approved by Shareholders, effectively uses up part of the Company's 15% placement capacity under Listing Rule 7.1.

This reduces the Company's capacity to issue further Equity Securities without Shareholder approval under Listing Rule 7.1 for the 12-month period following the issue of the Fee Shares.

Listing Rule 7.4 provides an exception to Listing Rule 7.1. It provides that where a company in a general meeting ratifies the previous issue of securities made pursuant to Listing Rule 7.1

Notice of EGM – Atlantic Lithium Limited

Page 12 of 22

Explanatory Memorandum

(and provided that the previous issue did not breach Listing Rule 7.1), those securities will be deemed to have been made with shareholder approval for the purpose of Listing Rule 7.1.

The Company confirms that Listing Rule 7.1 was not breached at the time the Fee Shares were agreed to be issued.

• 4.4 Listing Rule 7.5

Pursuant to and in accordance with Listing Rule 7.5, the following information is provided in relation to the ratification of the issue of the Fee Shares:

• (a) The Fee Shares were issued to Long State who is not a related party of the Company.

• (b) A total of 1,174,188 Fee Shares were issued under Listing Rule 7.1.

• (c) The Fee Shares are fully paid ordinary Shares in the capital of the Company and rank equally in all respects with the Company's existing Shares on issue.

• (d) The Fee Shares were issued on or about 5 September 2025.

• (e) The Fee Shares were issued at £0.085165 (A$0.17483) per Share based on the adjusted VWAP on the Trading Day immediately prior to the date on which the Implementation Fee was paid.

• (f) The Fee Shares were issued in connection with the Implementation Fee payable under the EPF. Under the EPF, the Company was required to pay Long State a £100,000 implementation Fee, which Long State agreed to apply to the immediate subscription for £100,000 of Shares. The net cash position of the Company did not change as a result of this issue and accordingly, no funds were raised by the issue.

• (g) A summary of the material terms of the Equity Placement Facility is set out above in section 4.1.

• (h) A voting exclusion statement is included in Resolution 2.

4.5 Effect of Shareholder Approval

The effect of Shareholders passing Resolution 2 will be to allow the Company to retain the flexibility to issue Equity Securities in the future up to the 15% placement capacity set out in Listing Rule 7.1, without the requirement to obtain prior Shareholder approval.

If Resolution 2 is passed, the Fee Shares will be excluded in calculating the Company's 15% limit in Listing Rule 7.1, effectively increasing the number of Equity Securities it can issue without Shareholder approval over the 12-month period following the issue date.

If Resolution 2 is not passed, the Fee Shares will continue to be included in the Company's 15% limit under Listing Rule 7.1, effectively decreasing the number of Equity Securities the Company can issue or agree to issue without obtaining prior Shareholder approval, to the extent of 1,174,188 Equity Securities for the 12-month period following the issue of those Fee Shares.

4.6 Director’s recommendation

The Directors recommend that Shareholders vote in favour of Resolution 2.

Notice of EGM – Atlantic Lithium Limited

Page 13 of 22

Explanatory Memorandum

5. Resolution 3 - Approval to issue the Warrants under the Equity Placement Facility Agreement

5.1 Background to the Warrants

As part of the EPF, the Company has agreed, subject to shareholder approval, to issue 10,000,000 warrants to Long State (or its nominee) exercisable during the 5-year period from the “Commitment Commencement Date” (being the date that the Company notifies Long State that it has obtained shareholder approval in respect of the Facility) at an Exercise Price equal to 150% of the numeric average of the daily VWAPs on AIM of the 5 Trading Days immediately prior to the Commitment Commencement Date.

• 5.2 Key Terms of the Warrants under the EPF

The key terms of the Warrants are as follows:

• (a) ( Exercise Price ) The Exercise Price for the Warrants will be equal to 150% of the numeric average of the daily VWAPs on AIM of the 5 Trading Days immediately prior to the Commitment Commencement Date (being the date that the Company notifies Long State that it has obtained shareholder approval in respect of the Facility).

• (b) ( entitlement ): Each Warrant entitles the holder to subscribe for one fully paid ordinary share at the Exercise Price during the 5-year period commencing on the Commitment Commencement Date (the Expiry Date ).

• (c) ( expiry ): Any Warrant not exercised by 5.00pm (GMT) on the Expiry Date will automatically lapse.

• (d) ( exercise procedure ): Warrants may be exercised by delivering a written notice of exercise, together with payment of the Exercise Price (unless exercised on a cashless basis). On valid exercise, the Company must either issue the corresponding number of Shares or pay the Holder the cash value of the Warrants (calculated by reference to VWAP of the Shares on AIM on the date of notice of exercise of the Warrants).

• (e) ( cashless exercise ): Holders may elect to exercise Warrants on a cashless basis, in which case no cash payment is required and the number of Shares issued will be calculated in accordance with a prescribed formula using the VWAP and Exercise Price as detailed below:

The Holder may (in its sole discretion) in an Exercise Notice given under the EPF specify that it is exercising the Warrants on a cashless basis. If the Holder does so, then the Holder will not be required to pay any money to the Company to exercise the Warrants, and the Company must forthwith allot and issue Shares to the Holder in accordance with the following formula:

N = A/B x (B – C)

Where:

N = number of Shares required to be allotted and issued;

A = the number of Warrants being exercised;

B = the VWAP on the Trading Day immediately prior to the date of the exercise notice; and

C = the Exercise Price.

• (f) ( multiple exercises ): Warrants may be exercised in whole or in part on multiple occasions prior to expiry.

Notice of EGM – Atlantic Lithium Limited

Page 14 of 22

Explanatory Memorandum

• (g) ( quotation and regulatory compliance ): Following the issue of Shares upon exercise of Warrants, the Company must apply for quotation of the Shares on ASX and AIM and take all steps required to ensure compliance with the Corporations Act.

• (h) ( transferabilit y): Warrants are freely transferable and may be exercised by a nominee of the Holder.

• (i) ( rights on new issues ): Warrants do not carry any entitlement to participate in new issues of capital or dividends.

• (j) ( adjustments ): In the event of a reorganisation of the Company’s capital, the terms of the Warrants will be adjusted in accordance with the ASX Listing Rules and AIM Rules. In the event of a bonus issue, the number of Shares over which a Warrant is exercisable will be increased to reflect the entitlement the Holder would have received had the Warrants been exercised prior to the record date.

5.3 Listing Rule 7.1

As set out above, Listing Rule 7.1 limits the amount of Equity Securities that a listed company can issue without the approval of its shareholders over any 12-month period to 15% of the fully paid ordinary shares it had on issue at the start of that period. The Warrants proposed to be issued under the EPF constitute Equity Securities for the purposes of the Listing Rules, as their exercise may result in the issue of Shares.

Given the Company has agreed to issue the Warrants subject to Shareholder approval being obtained, the proposed issue falls within exception 17 of Listing Rule 7.2, which provides that Listing Rule 7.1 does not apply to an issue of securities which is conditional upon prior Shareholder approval being obtained. If an entity relies on this exception, it must not issue the securities without such approval.

Accordingly, Shareholder approval is sought under Listing Rule 7.1 to permit the issue of the Warrants (and any Shares issued on their exercise).

5.4 Specific information required by Listing Rule 7.3

Pursuant to and in accordance with Listing Rule 7.3, the following information is provided in relation to the proposed issue of the Warrants:

• (a) The Warrants are proposed to be issued to Long State.

• (b) A total of 10,000,000 Warrants on the terms detailed above are proposed to be issued.

• (c) The material terms of the Warrants are set out above in section 5.2.

• (d) The Warrants are proposed to be issued within 5 business days of Shareholder approval being obtained, and in any event, if approved will be issued within 3 months of the date of the EGM.

• (e) The Warrants are issued as part consideration for entry into the EPF.

• (f) No funds are intended to be raised by the issue of the Warrants as they are issued for nil under the EPF. Funds may be raised upon the exercise of the Warrants in accordance with their terms which will be applied towards the Company’s projects and working capital requirements at the relevant point in time.

• (g) A summary of the material terms of the EPF are set out above in section 2 and 4.1.

• (h) The securities are not being issued under, or to fund, a reverse takeover.

• (i) A voting exclusion statement is included in Resolution 3.

Notice of EGM – Atlantic Lithium Limited

Page 15 of 22

Explanatory Memorandum

5.5 Effect of Shareholder Approval

If Resolution 3 is passed, the Company will be able to proceed with the issue of the Warrants. In addition, the Warrants (and any Shares issued on their exercise) will be excluded in calculating the Company’s 15% placement capacity under Listing Rule 7.1. This will effectively increase the number of Equity Securities the Company can issue without Shareholder approval over the 12-month period following the issue of the Warrants.

If Resolution 3 is not passed, the Company will not be able to proceed with the issue. Given Resolutions 3 to 5 are conditional upon the passing of one another, the Company will also be unable to issue the Security Shares and the Initial Placement Shares. The Company will be unable to draw down any further funds under the EPF and may be required to seek alternative funding arrangements on terms less favourable or more dilutionary.

5.6

Constitution requirements

Under the Company’s Constitution, pre-emptive rights would ordinarily require the Company to first offer new equity securities to existing shareholders on a pro-rata basis. However, Rule 6.2(a) of the Company Constitution permits the issue of equity securities for non-cash consideration where such an issue is authorised by ordinary resolution of Shareholders. Accordingly, Shareholder approval is also being sought to enable the Company to issue the Warrants without the need to make a pre-emptive offer to existing shareholders.

5.7 Conditional Resolution

Resolutions 3 to 5 are conditional upon the passing of one another, so that each will not have effect unless and until all others are passed.

5.8 Director’s recommendation

The Directors recommend that Shareholders vote in favour of Resolution 3.

6. Resolution 4 - Approval to issue the Security Shares under the Equity Placement Facility Agreement

6.1 Background

As part of the EPF, the Company has agreed, subject to Shareholder approval, to issue 10,000,000 fully paid ordinary shares to Long State (or its nominee) prior to the first placement under the EPF ( Security Shares ). The Security Shares are being issued as part of the consideration for Long State agreeing to provide the EPF. Upon expiry or termination of the EPF, the Company may elect the manner in which the Security Shares are dealt with as is detailed below in section 6.2(c). The material terms of the Security Shares are summarised further below.

• 6.2 Key Terms of the EPF as it relates to the Security Shares

The key terms of the EPF as it relates to the Security Shares are as follows:

• (a) ( timing of issue ): To be issued to Long State at least five trading days prior to the first placement notice under the EPF.

• (b) ( compliance ): The Company must apply for quotation of the Security Shares on ASX and AIM, and give notice under section 708A(5) of the Corporations Act (or otherwise ensure that an offer for sale does not require disclosure under section 707 of the Corporations Act).

• (c) ( return mechanism ): Following the end of the commitment period and the Company’s satisfaction of its obligations under the EPF, the Company may elect how Long State returns the economic benefit of the Security Shares, including:

• (1) transfer back to a Company nominee;

Notice of EGM – Atlantic Lithium Limited

Page 16 of 22

Explanatory Memorandum

  - (2) sale of the Security Shares on-market with proceeds (net of brokerage) remitted to the Company; or

  - (3) buy-back and cancellation for no consideration (subject to separate shareholder approval).

• (a) ( adjustments/offsets ): The number of Security Shares may be reduced or adjusted where the Company is otherwise obliged to issue Shares under the EPF but does not do so, or where set-off arrangements apply between Long State and the Company.

• (b) ( rights ): Except in an event of default, Long State must use its best endeavours to vote and exercise rights attaching to the Security Shares in accordance with the Company’s instructions, and to return any income received on the same terms as the Security Shares.

• (c) ( transferability ): Long State may deal with the Security Shares, provided that any aggregate number disposed of must be “made good” by a corresponding number of Shares to which Long State is legally entitled under the EPF.

• 6.3

Listing Rule 7.1

A summary of Listing Rule 7.1 and the relevant exception in Listing Rule 7.2 is in Section 5.3 above.

The Company has agreed to issue the Security Shares subject to Shareholder approval being obtained.

Accordingly, Shareholder approval is sought under Listing Rule 7.1 to permit the issue of the Security Shares.

• 6.4 Specific information required by Listing Rule 7.3

Pursuant to and in accordance with Listing Rule 7.3, the following information is provided in relation to the proposed issue of the Security Shares:

• (a) The Security Shares are proposed to be issued to Long State (or its nominee).

• (b) A total of 10,000,000 Security Shares on the terms detailed above are proposed to be issued.

• (c) The Security Shares are fully paid ordinary Shares in the capital of the Company and rank equally in all respects with the Company’s existing Shares on issue. The material terms of the Security Shares provided under the EPF are set out above in section 6.2.

• (1) The Security Shares are proposed to be issued, subject to Shareholder approval, at least 5 Trading Days prior to the issue of the first placement notice, and in any event, if approved will be issued within 3 months of the date of the EGM.

• (d) The Security Shares are issued as part consideration for the entry into the EPF.

• (e) No funds are intended to be raised by the issue of the Security Shares are as they are issued for nil or a nominal amount.

• (f) A summary of the material terms of the EPF are set out above in section 2 and 4.1.

• (g) The securities are not being issued under, or to fund, a reverse takeover.

• (h) A voting exclusion statement is included in Resolution 4.

Notice of EGM – Atlantic Lithium Limited

Page 17 of 22

Explanatory Memorandum

6.5 Effect of Shareholder Approval

If Resolution 4 is passed, the Company will be able to proceed with the issue of the Security Shares. In addition, the Security Shares will be excluded in calculating the Company’s 15% placement capacity under Listing Rule 7.1, effectively increasing the number of Equity Securities it can issue without Shareholder approval over the 12-month period following the issue of the Security Shares.

If Resolution 4 is not passed, the Company will not be able to proceed with the issue. Given Resolutions 3 to 5 are conditional upon the passing of one another, the Company will also be unable to issue the Warrants and the Initial Placement Shares. The Company will be unable to draw down any further funds under the EPF and may be required to seek alternative funding arrangements on terms less favourable or more dilutionary.

6.6 Constitution requirements

Under the Company’s Constitution, pre-emptive rights would ordinarily require the Company to first offer new shares to existing shareholders on a pro-rata basis. However, Rule 6.2(a) of the Company Constitution permits the issue of shares for non-cash consideration where such an issue is authorised by ordinary resolution of Shareholders. Accordingly, Shareholder approval is also being sought to enable the Company to issue the Security Shares without the need to make a pre-emptive offer to existing shareholders.

6.7 Conditional Resolution

Resolutions 3 to 5 are conditional upon the passing of one another, so that each will not have effect unless and until all others are passed.

6.8 Director’s recommendation

The Directors recommend that Shareholders vote in favour of Resolution 4.

7. Resolution 5 - Approval to issue the Initial Placement Shares under the Equity Placement Facility

7.1 Background

As outlined in section 4.1, the Company has entered the EPF with Long State to provide the Company with access to up to £20 million in discretionary funding over the next 24 months.

The first drawdown under the EPF involves the issue of up to £575,000 worth of shares ( Initial Placement Shares ) to Long State (or its nominee). Shareholder approval is required under ASX Listing Rule 7.1 to enable the issue of these Initial Placement Shares. Approval of this Resolution will allow the Company to complete the initial drawdown, providing additional funding to advance the Project.

7.2

Key Terms of the Initial Placement Shares under the EPF

The key terms of the Initial Placement Shares are as follows:

• (a) ( Placement Amount ): the size of the Initial Placement will be between £500,000 to £575,000. The maximum amount for each Placement is £500,000 (unless otherwise agreed between the parties), however Long State has the right to increase any Placement size by up to 15% in its sole discretion ( Overallotment Right ) and accordingly, approval is sought in respect of this enlarged potential placement amount. The size of each Placement may also be reduced by Long State by 5% for each Trading Day during the Pricing Period on which the adjusted VWAP for that day is equal to or less than £0.06 per share or for which Shares are subject to a trading halt or are suspended from trading ( Excluded Day Reduction ). Placement sizes may also be reduced under the EPF so as to ensure that the number of Placement Shares by themselves do not constitute a substantial holding and that Long State (together with its associates) will not hold voting power in the Company of more than 19.99%

Notice of EGM – Atlantic Lithium Limited

Page 18 of 22

Explanatory Memorandum

• (b) ( issue price ): Determined in accordance with the EPF, being the higher of the Company’s nominated price (the Company can nominate any price at which it is willing to place Shares, provided that the price is not less than £0.06 per share); and the Market Price (the average of five daily VWAPs of the Company’s shares, selected by Long State over the 20-day trading period following the Placement Notice).

• (c) ( commission ): A fee of 5% of the relevant Placement Amount is payable to Long State (or its nominee) at the time of issue.

7.3 Listing Rule 7.1

A summary of Listing Rule 7.1 and the relevant exception in Listing Rule 7.2 is in section 5.3 above.

The Company has agreed to issue the Initial Placement Shares subject to Shareholder approval being obtained.

Accordingly, Shareholder approval is sought under Listing Rule 7.1 to permit the issue of the Initial Placement Shares.

• 7.4 Specific information required by Listing Rule 7.3

Pursuant to and in accordance with Listing Rule 7.3, the following information is provided in relation to the proposed issue of the Initial Placement Shares:

• (a) The Initial Placement Shares are proposed to be issued to Long State.

• (b) A theoretical maximum of 9,583,334 Initial Placement Shares on the terms detailed above are proposed to be issued (calculated on the assumption that (i) Long State exercise their Overallotment Right to increase the Placement Amount to £575,000; (ii) such Shares are issued at the Minimum Acceptable Price of £0.06 per Share; and (iii) there is no Excluded Day Reduction applied). Where any of these assumptions do not apply, the number of Initial Placement Shares issued will be less than the maximum number detailed above.

The following table sets out three examples of the number of Initial Placement Shares that would be issued under different pricing scenarios (assuming no Excluded Day Reduction or any other form of reduction applies):

Placement Size	Placement Price	Number of Placement Shares
£575,000	£0.12	4,791,667 Shares
£575,000	£0.08	7,187,500 Shares
£575,000	£0.06	9,583,334 Shares

• (c) The Initial Placement Shares are fully paid ordinary Shares in the capital of the Company and rank equally in all respects with the Company’s existing Shares on issue.

• (d) The Initial Placement Shares are proposed to be issued, subject to Shareholder approval, three Trading Days after the conclusion of the Pricing Period under the EPF. The Pricing Period refers to the 20 consecutive Trading Days commencing on the Trading Day immediately after the Placement Notice Date. The Company and Long State may agree to shorten the Pricing Period. In any event, if approved, the Initial Placement Shares will be issued within 3 months of the date of the EGM.

Notice of EGM – Atlantic Lithium Limited

Page 19 of 22

Explanatory Memorandum

• (e) The Initial Placement Shares will be issued for cash consideration, calculated by reference to the relevant Placement Amount (subject to the limits set out in the EPF and any adjustment upwards or downwards as the case may be). The default maximum Placement Amount for the Initial Placement is £500,000. However, Long State has an Overallotment Right that may increase this amount up to £575,000 as described above in section 7.2(a). The Placement Amount may also be reduced by Long State pursuant to the Excluded Day Reduction as described above in section 7.2(a).

• (f) A summary of the material terms of the EPF are set out above in section 2 and 4.1.

• (g) The securities are not being issued under, or to fund, a reverse takeover.

• (h) A voting exclusion statement is included in Resolution 5.

7.5 Effect of Shareholder Approval

If Resolution 5 is passed, the Company will be able to proceed with the issue of the Initial Placement Shares. In addition, the Initial Placement Shares will be excluded in calculating the Company’s 15% placement capacity under Listing Rule 7.1, effectively increasing the number of Equity Securities it can issue without Shareholder approval over the 12-month period following the issue of the Initial Placement Shares.

If Resolution 5 is not passed, the Company will not be able to proceed with the issue. Given Resolutions 3 to 5 are conditional upon the passing of one another, the Company will also be unable to issue the Warrants and the Security Shares. The Company will be unable to draw down any further funds under the EPF and may be required to seek alternative funding arrangements on terms less favourable or more dilutionary.

7.6 Conditional Resolution

Resolutions 3 to 5 are conditional upon the passing of one another, so that each will not have effect unless and until all others are passed.

7.7 Director’s recommendation

The Directors recommend that Shareholders vote in favour of Resolution 5.

8. Voting entitlement

For the purposes of determining voting entitlements at the Meeting, Shares will be taken to be held by the persons who are registered as holding the Shares at 7:00pm (Sydney time) on Tuesday, 4 November 2025.

Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the Meeting.

9. Interpretation

AIM means the market of that name operated by the London Stock Exchange plc.

AIM Rules means the AIM Rules for Companies as issued by the London Stock Exchange plc, from time to time.

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited ACN 008 624 691 or the Australian Securities Exchange (as applicable).

Board means the board of directors of the Company.

Notice of EGM – Atlantic Lithium Limited

Page 20 of 22

Explanatory Memorandum

Chair means the person who chairs the Meeting.

Commitment Commencement Date has the meaning given to that term in section 5.1 of the Explanatory Memorandum.

Company means Atlantic Lithium Limited ACN 127 215 132.

Conditional Resolutions means Resolutions 3 to 5.

Constitution means the constitution of the Company from time to time.

Corporations Act means the Corporations Act 2001 (Cth) as amended, varied or replaced from time to time.

Director means a director of the Company.

Equity Placement Facility or EPF has the meaning given to that term in section 2 of the Explanatory Memorandum.

Equity Securities has the meaning given to that term in the Listing Rules.

Explanatory Memorandum means this explanatory memorandum accompanying the Notice of Meeting.

Fee Shares has the meaning given to that term in section 4.2 of the Explanatory Memorandum.

First Placement has the meaning given to that term in section 2 of the Explanatory Memorandum.

First Placement Shares or Long State First Placement Shares means the Shares the subject of the First Placement.

Listing Rule means the official listing rules of the ASX as amended from time to time.

Long State means Long State Investments Ltd and its nominated entity Patras Capital Pte Ltd.

Meeting, means the extraordinary general meeting to be held online only by https://meetnow.global/MWQAZFN on Thursday, 6 November 2025 at 7.00pm (Perth time) / 8.00am (London time).

Notice of Meeting or Notice means the notice of meeting giving notice to Shareholders of the Meeting, accompanying this Explanatory Memorandum.

Ordinary Resolution means a resolution passed by more than 50% of the votes cast at a general meeting of shareholders.

Related Party has the meaning in section 228 of the Corporations Act.

Resolution means a resolution as set out in the Notice of Meeting.

Securities has the meaning in section 92(1) of the Corporations Act.

Security Shares has the meaning given to that term in section 6.1 of the Explanatory Memorandum.

Share means an ordinary fully paid share in the issued capital of the Company.

Notice of EGM – Atlantic Lithium Limited

Page 21 of 22

Explanatory Memorandum

Shareholder means a holder of Shares in the Company.

Share Placement Agreement has the meaning given to that term in section 2 of the Explanatory Memorandum.

Subsequent Placement has the meaning given to that term in section 3 of the Explanatory Memorandum.

Trading Days means any day on which the London Stock Exchange plc is open for business.

Any inquiries in relation to the Resolutions or the Explanatory Memorandum should be directed to the Company Secretary at info@atlanticlithium.com.au.

Notice of EGM – Atlantic Lithium Limited

Page 22 of 22

Need assistance?

Phone:

1300 850 505 (within Australia) +61 3 9415 4000 (outside Australia)

Online:

www.investorcentre.com/contact

A11

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

Atlantic Lithium Limited Extraordinary General Meeting

The Atlantic Lithium Limited Extraordinary General Meeting will be held on Thursday, 6 November 2025 at 7.00pm (Sydney time) / 8.00am (London time). You are encouraged to participate in the meeting using the following options:

==> picture [47 x 47] intentionally omitted <==

MAKE YOUR VOTE COUNT

To lodge a proxy, access the Notice of Meeting and other meeting documentation visit www.investorvote.com.au and use the below information:

==> picture [38 x 38] intentionally omitted <==

Control Number: 999999 SRN/HIN: I9999999999 PIN: 99999

For Intermediary Online subscribers (custodians) go to www.intermediaryonline.com

For your proxy appointment to be effective it must be received by 7.00pm (Sydney time) / 8.00am (London time) Tuesday, 4 November 2025.

==> picture [48 x 39] intentionally omitted <==

ATTENDING THE MEETING VIRTUALLY

To watch the webcast, ask questions and vote on the day of the meeting, please visit: https://meetnow.global/MWQAZFN

For instructions refer to the online user guide www.computershare.com.au/virtualmeetingguide

You may elect to receive meeting-related documents, or request a particular one, in electronic or physical form and may elect not to receive annual reports. To do so, contact Computershare.

Samples/000001/000001

Need assistance?

Phone:

1300 850 505 (within Australia) +61 3 9415 4000 (outside Australia)

Online:

www.investorcentre.com/contact

A11

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

YOUR VOTE IS IMPORTANT

For your proxy appointment to be effective it must be received by 7.00pm (Sydney time) / 8.00am (London time) Tuesday, 4 November 2025.

Proxy Form

How to Vote on Items of Business

Lodge your Proxy Form:

XX

All your securities will be voted in accordance with your directions.

Online:

APPOINTMENT OF PROXY

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote or abstain as they choose (to the extent permitted by law). If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

Lodge your vote online at www.investorvote.com.au using your secure access information or use your mobile device to scan the personalised QR code.

Your secure access information is

==> picture [47 x 49] intentionally omitted <==

Control Number: 999999

SRN/HIN: I9999999999 PIN: 99999

For Intermediary Online subscribers (custodians) go to www.intermediaryonline.com

A proxy need not be a securityholder of the Company.

SIGNING INSTRUCTIONS FOR POSTAL FORMS

Individual: Where the holding is in one name, the securityholder must sign.

Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held. Delete titles as applicable.

By Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne VIC 3001 Australia

By Fax:

1800 783 447 within Australia or +61 3 9473 2555 outside Australia

PARTICIPATING IN THE MEETING

Corporate Representative

If a representative of a corporate securityholder or proxy is to participate in the meeting you will need to provide the appropriate “Appointment of Corporate Representative”. A form may be obtained from Computershare or online at www.investorcentre.com/au and select "Printable Forms".

PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

You may elect to receive meeting-related documents, or request a particular one, in electronic or physical form and may elect not to receive annual reports. To do so, contact Computershare.

Samples/000001/000002/i12

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with ‘ X ’) should advise your broker of any changes.



I 9999999999

I ND

Proxy Form

Step 1 Appoint a Proxy to Vote on Your Behalf

Please mark

to indicate your directions

XX

I/We being a member/s of Atlantic Lithium Limited hereby appoint

the Chair OR of the Meeting

PLEASE NOTE: Leave this box blank if you have selected the Chair of the Meeting. Do not insert your own name(s).

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chair of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit) at the Extraordinary General Meeting of Atlantic Lithium Limited to be held as a virtual meeting at https://meetnow.global/MWQAZFN, on Thursday, 6 November 2025 at 7.00pm (Sydney time) / 8.00am (London time) and at any adjournment or postponement of that meeting.

Step 2

Items of Business

PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

For Against Abstain Resolution 1 Ratification of issue of First Placement Shares under the Share Placement Agreement Resolution 2 Ratification of issue of Fee Shares under the Equity Placement Facility Agreement

Resolution 3 Approval to issue Warrants under the Equity Placement Facility Agreement Resolution 4 Approval to issue Security Shares under the Equity Placement Facility Agreement Resolution 5 Approval to issue the Initial Placement Shares under the Equity Placement Facility Agreement

==> picture [92 x 73] intentionally omitted <==

The Chair of the Meeting intends to vote undirected proxies in favour of each item of business. In exceptional circumstances, the Chair of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made.

Step 3 Signature of Securityholder(s)

This section must be completed.

==> picture [514 x 69] intentionally omitted <==

----- Start of picture text -----

Individual or Securityholder 1 Securityholder 2 Securityholder 3
/ /
Sole Director & Sole Company Secretary Director Director/Company Secretary Date
Update your communication details (Optional) By providing your email address, you consent to receive future Notice
Mobile Number Email Address of Meeting & Proxy communications electronically
----- End of picture text -----

A 1 1

3 2 0 7 3 7 A