REG - Atlantic Lithium Ltd - Binding Scheme Implementation Deed with Huayou

Atlantic LithiumAnnouncement

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RNS Number : 3473D  Atlantic Lithium Limited  07 May 2026

7 May 2026

Atlantic Lithium Enters into a Binding Scheme Implementation Deed with
Zhejiang Huayou Cobalt

 

Atlantic Lithium Limited (AIM: ALL, ASX: A11, GSE: ALLGH, "Atlantic Lithium"
or the "Company"), the Africa-focused lithium exploration and development
company, is pleased to announce it has entered into a binding Scheme
Implementation Deed ("SID") with Zhejiang Huayou Cobalt Co., Limited
("Huayou"), under which it is proposed that Huayou will acquire all of the
issued shares in Atlantic Lithium by way of an Australian scheme of
arrangement for cash consideration of US$0.25486 per share (A$0.354 per share
/ £0.188 per share)(1) ("Scheme Consideration") (the "Scheme" or
"Transaction").

Transaction Highlights

-       The all-cash Scheme Consideration values Atlantic Lithium at
approximately US$210 million(2) (approximately A$292 million and £155
million) and represents a 26.6% premium(3) to Atlantic Lithium's last close of
A$0.280 per share(4) and a 21.8% premium(3) to Atlantic Lithium's 30-day
volume weighted average price ("VWAP") of A$0.291 (£0.154) per share(5).

-       Transaction with a leading participant in the new energy
materials industry validates the Company's flagship Ewoyaa Lithium Project
(the "Project") and the potential of its exploration tenure within Ghana and
Côte d'Ivoire.

-       The Board of Atlantic Lithium has determined that the Scheme
provides Atlantic Lithium shareholders with the most attractive, certain, and
accelerated realisation of value on a risk-adjusted basis versus other
strategic alternatives.

-       Atlantic Lithium's Directors unanimously recommend that
shareholders vote in favour of the Scheme, in the absence of a superior
proposal and subject to an independent expert concluding (and continuing to
conclude) that the Scheme is in the best interests of Atlantic Lithium
shareholders(6).

-       Subject to the qualifications noted above, the Atlantic Lithium
Directors intend to vote, or cause to be voted, all Atlantic Lithium shares in
which they have a relevant interest  at the time of the Scheme Meeting in
favour of the Scheme, which as at the date of this announcement represents
approximately 1.8% of the Company's issued shares (6,7).

-       Atlantic Lithium's largest shareholder, Assore International
Holdings Limited ("Assore"), which holds ~26.4%(7) of the Company's issued
shares as at the date of this announcement, has confirmed to Atlantic Lithium
that it intends to vote all Atlantic Lithium shares held or controlled by
Assore at the time of the Scheme Meeting in favour of the Scheme, subject to
there not being a superior proposal and subject to an independent expert
concluding that the Scheme is in the best interests of Atlantic Lithium
shareholders (and not changing that conclusion).

-       The Transaction is subject to customary and other conditions
including approval by Atlantic Lithium shareholders at a meeting of
shareholders called to vote on the Scheme ("Scheme Meeting"), which is
expected to be held in November 2026.

 

Commenting, Keith Muller, Chief Executive Officer of Atlantic Lithium, said:

"The Atlantic Lithium Board has undertaken a detailed evaluation of its
strategic options in relation to maximising shareholder value assessed on a
risk-adjusted basis and concluded that the Huayou proposal offers an
attractive proposition for Atlantic Lithium shareholders, particularly when
considered amid ongoing lithium price volatility, complex jurisdictional
challenges and against the timing and execution risks attached to financing,
developing and operating the Ewoyaa Lithium Project under the Project's
current joint venture arrangements.

"Huayou's proposal acknowledges Ewoyaa as a highly attractive hard rock
lithium asset capable of serving the growing global electric vehicle and
energy storage markets. We welcome the endorsement of the Company's major
shareholder, Assore, towards the Transaction, which is intended to facilitate
a clearer direction for the Project towards the achievement of first
production of lithium. In doing so, the Transaction is expected to accelerate
the delivery of the substantial benefits anticipated for Ghana through the
construction and operation of the Project, including, notably, the
socio-economic development of the Project's host communities.

"I would like to thank Huayou for their professionalism throughout the process
and in arriving at this commercial outcome. My sincere gratitude also to the
Atlantic Lithium team for their efforts in driving the Company forward to this
point and to the Company's shareholders for their long-standing support.

"We look forward to working with Huayou to satisfy the conditions precedent,
with a view to closing the Transaction in late 2026."

 

Chen Hongliang, Chairman and President of Huayou, commented:

"Following a detailed due diligence process and significant engagement with
Atlantic Lithium, Huayou is very pleased to announce this Transaction today.

"We look forward to working with Atlantic Lithium to complete the Transaction
and engaging with the Government of Ghana ahead of planned development
activities at the Ewoyaa Lithium Project in the near-term. The acquisition of
the Ewoyaa Lithium Project complements our existing battery metal mining
operations in Africa and represents a logical transaction for Huayou as we
continue to build a new energy materials business."

 

Authorised for release by the Board of Directors of 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.

 

Transaction Overview

Atlantic Lithium is pleased to announce that it has entered into the SID with
Huayou, under which it is proposed that Huayou will acquire all the shares in
Atlantic Lithium by way of the Scheme. The Scheme is subject to shareholder
and Court approval in accordance with Part 5.1 of the Corporations Act 2001
(Cth) ("Corporations Act").

Under the terms of the Scheme, Atlantic Lithium shareholders will receive cash
consideration of US$0.25486 per share (A$0.354 per share / £0.188 per
share)(1). The Scheme Consideration values the fully diluted equity of
Atlantic Lithium at approximately US$210 million(2) (approximately A$292
million and £155 million) and represents a premium(3) of:

§ 26.6% to Atlantic Lithium's last closing price of A$0.280 per share(4) on 6
May 2026; and

§ 21.8% to Atlantic Lithium's 30-day VWAP of A$0.291 (£0.154) per share(5)
up to and including 6 May 2026.

The Scheme is subject to certain conditions, including:

§ An independent expert concluding (and continuing to conclude) that the
Scheme is in the best interests of Atlantic Lithium shareholders;

§ Approval by Atlantic Lithium shareholders at the Scheme Meeting. For the
Scheme to proceed, the resolutions at the Scheme Meeting must be approved by
at least 75% of all votes cast by Atlantic Lithium shareholders and a majority
by number of all Atlantic Lithium shareholders present and voting (in person
or by proxy) at the Scheme Meeting;

§ Receipt of certain regulatory approvals (including from the Australian
Foreign Investment Review Board, certain People's Republic of China ("PRC")
regulators and the ECOWAS Regional Competition Authority(8);

§ No Material Adverse Change, Regulated Events or Prescribed Occurrences
occurring in respect of Atlantic Lithium (as defined in the SID);

§ All necessary waivers, exemptions and clearances in respect of the
mandatory takeover requirements under the SEC Code on Takeovers and Mergers
(as issued by the Ghana Securities and Exchange Commission) to implement the
Transaction;

§ Receipt of a private ruling from the Commissioner-General of the Ghana
Revenue Authority;

§ Completion of certain transactions relating to the Company's subsidiary,
Barari DV Ghana Limited;

§ Court approvals; and

§ Certain other customary conditions.

The Scheme is not subject to financing or due diligence conditions. The SID
contains customary exclusivity provisions, including "no shop", "no talk" and
"no due diligence", a notification obligation and a matching right in favour
of Huayou (subject to Atlantic Lithium Directors' fiduciary obligations in the
case of the "no talk" and "no due diligence" restrictions). The SID also
details circumstances under which a break fee may be required to be paid by
either of the parties.

Full details of the conditions to the Scheme, as well as the other terms that
have been agreed, are set out in the SID, which can be found via the following
link: http://www.rns-pdf.londonstockexchange.com/rns/3473D_1-2026-5-7.pdf
(http://www.rns-pdf.londonstockexchange.com/rns/3473D_1-2026-5-7.pdf)

The Board of Atlantic Lithium has entered into this Transaction, in
consultation with its advisers, after carefully assessing the valuation,
funding, timing and execution certainty of the Transaction against other
strategic options available to the Company. After considering the development
risks, risk of raising project finance, joint venture arrangements, future
shareholder dilution, and timeline associated with a standalone development of
the Ewoyaa Lithium Project, the Board concluded that this Transaction
represents the best outcome for Atlantic Lithium shareholders(6).

 

Unanimous Board Recommendation and Largest Shareholder Support

Atlantic Lithium's Directors unanimously support the Scheme and have
unanimously recommended that Atlantic Lithium shareholders vote in favour of
the Scheme, in the absence of a superior proposal and subject to an
independent expert concluding (and continuing to conclude) that the Scheme is
in the best interests of Atlantic Lithium shareholders(6).

Subject to those same qualifications, the Atlantic Lithium Directors, who
collectively hold a relevant interest  in approximately 14.2 million Atlantic
Lithium shares (representing approximately 1.8% of the total issued
shares)(7), have confirmed that they each intend to vote (or to procure the
voting of) all Atlantic Lithium shares in which they have a relevant interest
at the time of the Scheme Meeting in favour of the Scheme(6 )(subject to the
same qualifications set out above).

Atlantic Lithium's largest shareholder, Assore, which holds ~26.4%(7)  of the
Company's issued capital as at the date of this announcement, has confirmed to
Atlantic Lithium that it intends to vote all Atlantic Lithium shares held or
controlled by Assore at the time of the Scheme Meeting in favour of the
Scheme, subject to there not being a superior proposal and subject to an
independent expert concluding that the Scheme is in the best interests of
Atlantic Lithium shareholders (and not changing that conclusion).

 

Atlantic Lithium's Warrants and Performance Rights

The SID requires as a condition to the Scheme that all equity instruments
(including performance rights and warrants) are cancelled or vested (subject
to legal requirements), with the resulting Atlantic Lithium shares to be
subject to the Scheme.

Further details of the terms and conditions relating to the unlisted warrants
and performance rights are set out in the SID, which can be found via the
following link:
http://www.rns-pdf.londonstockexchange.com/rns/3473D_1-2026-5-7.pdf
(http://www.rns-pdf.londonstockexchange.com/rns/3473D_1-2026-5-7.pdf)

 

Zhejiang Huayou Cobalt Co., Ltd Overview

Huayou mainly engages in the research and development, manufacturing and sales
of lithium battery materials, energy metals and energy materials products.
Huayou takes lithium battery materials business as its core, and energy metals
and energy materials as new growth poles. It has built a new energy integrated
industrial ecosystem on a global scale, covering the development of nickel,
cobalt and lithium resources, green smelting and processing, the manufacturing
of ternary precursors and cathode materials, and the recycling and utilisation
of resources. Huayou is listed on the Shanghai Stock Exchange with a market
capitalisation of approximately US$18.45 billion. The company is headquartered
in the Tongxiang Economic Development Zone of Zhejiang, China.

Huayou continues to execute on its proactive business development strategy to
build a new energy materials business division, which includes the provision
of significant investments in the lithium resources sector. Huayou acquired
the Arcadia Lithium Project in Zimbabwe for US$422 million in 2022. The
lithium sulfate project was completed and put into trial production in the
first quarter of 2026.

 

Indicative Timetable

Atlantic Lithium shareholders do not need to take any action in relation to
the Scheme at this stage.

Subject to the Court convening the Scheme Meeting, Atlantic Lithium intends to
distribute a Scheme Booklet to shareholders containing information in relation
to the Scheme including reasons for the unanimous recommendation of Atlantic
Lithium's Directors and an independent expert's report providing an assessment
as to whether the Scheme is in the best interests of Atlantic Lithium
shareholders, and other matters relevant to Atlantic Lithium shareholders,
indicatively around late October 2026.

The Scheme Meeting of Atlantic Lithium shareholders to approve the Scheme is
expected to be held in November 2026. Subject to the conditions of the Scheme
being satisfied, or waived (as permitted), the Scheme is expected to be
implemented in December 2026, at which time Atlantic Lithium shareholders
would be provided with their Scheme Consideration.

An indicative timetable is set out below:

 Event                                      Indicative Dates
 First Court Hearing                        October 2026
 Scheme Booklet Despatched to Shareholders  October 2026
 Scheme Meeting                             November 2026
 Second Court Hearing                       December 2026
 Effective Date                             December 2026
 Scheme Record Date                         December 2026
 Implementation Date                        December 2026

All stated dates and times are indicative only, subject to Court availability
and the satisfaction (or, if applicable, waiver) of the conditions to the
Scheme, and subject to change. Any changes to the above timetable will be
announced to AIM and ASX and will be available under Atlantic Lithium's
profile on AIM and ASX.

 

Atlantic Lithium is currently listed and admitted to trading on ASX, AIM &
GSE and subject to the Scheme becoming Effective, an application will be made
to the relevant exchanges to delist on ASX and GSE and cancel the admission to
trading of Atlantic Lithium depositary interests on AIM.

The Scheme Booklet when available will contain further information for
shareholders.

The Atlantic Lithium Board will keep the market informed of any material
developments in accordance with its continuous disclosure requirements.

 

Advisers

Atlantic Lithium has appointed Canaccord Genuity as its financial adviser and
HopgoodGanim Lawyers as its Australian legal adviser.

Huayou has appointed Herbert Smith Freehills Kramer as its Australian legal
adviser.

 

Cautionary Statements and Disclaimer

Forward Looking Statements

This announcement contains certain statements and expressions of belief,
expectation or opinion which contain 'forward-looking information', and which
relate, inter alia, to feasibility studies, the Company's proposed strategy,
plans, objectives, performance, outlook, cash flow, projections, targets, and
Mineral Resources and Ore Reserves or to the expectations or intentions of the
Company's directors.

Generally, this forward-looking information can be identified by the use of
forward-looking terminology such as 'outlook', 'anticipate', 'project',
'target', 'likely', 'believe', 'estimate', 'expect', 'intend', 'may', 'would',
'could', 'should', 'scheduled', 'will', 'plan', 'forecast', 'evolve', and
similar expressions. Persons reading the announcement are cautioned that such
statements are only predictions, and that the Company's actual future results
or performance may be materially different.

Forward-looking information is developed based on assumptions about such
risks, uncertainties and other factors set out herein, including but not
limited to general business, economic, competitive, political and social
uncertainties; the actual results of current exploration and development
activities; conclusions of economic, competitive, political and social
uncertainties; conclusions of economic evaluations; changes in project
parameters as plans continue to be refined; future prices of lithium; possible
variations of ore grade or recovery rates; failure of equipment or processes
to operate as anticipated; accident; labour disputes and other risks of the
mining and exploration industry; and delays in obtaining government approvals
or financing or in the completion of development activities.

This list is not exhaustive of the factors that may affect forward-looking
information. These and other factors should be considered carefully, and
readers should not place undue reliance on such forward-looking information.

Accordingly, you should not rely on any forward-looking statements and neither
the Company nor SP Angel accept any obligation to disseminate any updates or
revisions to such forward-looking statements. Any statement as to the past
activities of the Company's directors should not be relied upon as being an
indication of their future performance. Statements regarding plans with
respect to the Company's mineral properties may contain forward-looking
statements in relation to future matters that can be only made where the
Company has a reasonable basis for making those statements.

 

Exchange Rates

This announcement considers the following exchange rates:

·    USD/AUD: 0.719

·    USD/GBP: 1.357

·    GBP/AUD: 1.886

 

Footnotes

(1) Scheme Consideration of US$210 million (implies Scheme Consideration of
US$0.25438 per share equivalent to £0.188 per share and A$0.354 per share).

(2) Fully diluted equity value based on Scheme Consideration of US$0.25438 per
share and 801,503,291 ordinary shares, 10,000,000 warrants and 12,484,063
performance rights on issue and excluding Class A Warrants of 6,081,082.

(3) For purposes of VWAP premium analysis, the calculated VWAP is a weighted
average across both AIM and ASX trading; considered more representative of the
underlying premium Atlantic Lithium shareholders are receiving.

(4) As at 6 May 2026 as per ASX.

(5) Volume weighted average price across AIM and ASX up to and including 6 May
2026.

(6) The Atlantic Lithium board of directors hold, in aggregate, 14,205,977
Atlantic Lithium shares (Mr Keith Muller: 982,937, Ms Amanda Harsas:
4,500,000) (of which 2,500,000 are loan-funded), Mr Neil Herbert: 8,671,522
and Mr Jonathan Henry: 51,518). Mr Keith Muller, Mr Neil Herbert and Ms Amanda
Harsas hold, in aggregate hold 8,223,731 performance rights (of which
1,876,404 have vested) and will (if not already vested and subject to the
Scheme becoming effective and receipt of any necessary waivers or approvals)
vest and become capable of exercise before the record date for the Scheme.
Despite any personal interests in the outcome of the Scheme, the directors
consider that given the importance of the Scheme and their obligations as
directors, it is important and appropriate for them to provide a
recommendation to shareholders in relation to the Scheme.

(7) Quoted on an undiluted basis; assumes 801,503,291 ordinary shares on issue
and is based on the share ownership as of the date of this announcement.

(8) PRC approvals include the Ministry of Commerce or its local counterpart of
the PRC, the National Development and Reform Commission or its local
counterpart of the PRC and registration with the State Administration of
Foreign Exchange ("SAFE") or a commercial bank entrusted or delegated by SAFE
to handle foreign exchange registration and fund remittance.

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 (http://www.atlanticlithium.com.au)
                   IR@atlanticlithium.com.au (mailto:IR@atlanticlithium.com.au)
                   Tel: +61 2 8072 0640

 SP Angel Corporate Finance LLP      Yellow Jersey PR Limited                                           Canaccord Genuity Limited

 Nominated Adviser                   Charles Goodwin                                                    Financial Adviser:

 Matthew Johnson                     Annabelle Wills                                                    Duncan St John, Christian Calabrese (Australia)

                                   atlantic@yellowjerseypr.com (mailto:atlantic@yellowjerseypr.com)

 Charlie Bouverat

                                   Tel: +44 (0)20 3004 9512

 Richard Morrison
                                                                  Corporate Broking:

 Tel: +44 (0)20 3470 0470                                                                               James Asensio (UK)

                                                                                                        Tel: +44 (0) 20 7523 4500

Notes to Editors:

About Atlantic Lithium

www.atlanticlithium.com.au (http://www.atlanticlithium.com.au/)

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

The Parliament of Ghana ratified the Mining Lease in respect of the Project in
March 2026. The Project was granted an Environmental Protection Authority
("EPA") Permit in September 2024 and a Mine Operating Permit in October 2024.

The Company published a Definitive Feasibility Study in respect of the Project
in July 2023. The Project is being developed under an earn-in agreement with
Elevra Lithium Limited.

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.

 

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