REG - Atlantic Lithium Ltd - Corporate Funding Update

Atlantic LithiumAnnouncement

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RNS Number : 8744W  Atlantic Lithium Limited  17 March 2026

 

17 March 2026

Corporate Funding Update

 Atlantic Lithium to raise up to c. US$16.4m through a Strategic Investment

from Ghanaian Investors and a Third Placement with Long State Investments Ltd

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, is pleased to
announce that it has secured access to funding of up to a combined value of
US$16.4m (AUD 23.1m / £12.2m). This comprises:

1.    A Strategic Investment, comprising a subscription for ordinary shares
and the issue of warrants, by a group of Ghanaian pension funds (together, the
"Ghanaian Investors") to invest up to c. US$11.0m (AUD 15.5m / £8.2m); and

2.    A placement under the Company's share placement agreement with Long
State Investments Ltd ("Long State") to raise US$5.4m (AUD 7.6m / £4.0m).

Proceeds will be used to support the advancement of the Company's flagship
Ewoyaa Lithium Project ("Ewoyaa" or the "Project") in Ghana towards
production.

Highlights

-       Strategic investment from Ghanaian Investors, which are clients
to IC Asset Managers (Ghana) Ltd ("ICAMGH"), to raise up to c. US$11.0m (AUD
15.5m / £8.2m) ("Strategic Investment") through:

o  An unconditional subscription for 25,380,709 Atlantic Lithium shares
("Ordinary Share Subscription") at a price of US$0.197 (AUD 0.277 / £0.146)
per share, for a total value of US$5.0m (AUD 7.0m / £3.7m);

o  The issue of milestone-linked warrants ("Warrants") with an exercise price
of up to US$0.296 (AUD 0.415 / £0.219) per warrant, for a total value of
US$6.0m (AUD 8.5m / £4.5m).(1)

 

-       Warrants issued under the Strategic Investment will become
exercisable on the achievement of pre-defined milestones, aligned with
advancing Ewoyaa towards production:

1.    Parliamentary ratification of the Ewoyaa Mining Lease;

2.    Project Final Investment Decision ("Project FID"); and

3.    Breaking ground at Ewoyaa.

 

-       The Company welcomes the Ghanaian Investors as strategic,
in-country shareholders with a long-term investment horizon, closely aligned
to the successful development of the Project.

 

-       Through the issue of the Company's Ordinary Shares on the Ghana
Stock Exchange, the Company aims to facilitate greater Ghanaian ownership in
the Company's efforts to establish Ewoyaa as Ghana's first lithium mine.

 

-       Concurrently, the Company has notified Long State Investments
Ltd ("Long State") to undertake a third placement under its Share Placement
Agreement ("Share Placement Agreement") with Long State to raise an additional
US$5.4m (AUD 7.6m / £4.0m) ("Third Placement").(2)

 

The key terms of the Agreements and the warrants are detailed at the end of
this announcement.

 

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

"Facilitated by IC Asset Managers (Ghana) Ltd, we are delighted to welcome a
number of Ghanaian pension funds to the Company's share register. The interest
of the Ghanaian Investors in Atlantic Lithium reflects a broader desire in
Ghana to see the country deliver upon its critical mineral promises and
diversify its revenue stream beyond its existing portfolio, which is centred
on gold. This Strategic Investment, therefore, provides the opportunity for
the Ghanaian Investors to share ownership in these ambitions, while providing
the Company staged access to capital upon the achievement of key Project
milestones.

"Concurrently, the Company has agreed to undertake a Third Placement under the
Share Placement Agreement with Long State to raise an additional US$5.4m. The
Third Placement, which exhausts the remaining capacity of the Share Placement
Agreement in one undertaking, as mutually agreed with Long State, secures
funding at attractive terms to support the continued advancement of the
Project. We welcome Long State's ongoing support, which we believe, in
addition to the endorsement from the Ghanaian Investors, firmly validates the
Company's management team, assets and strategic direction."

 

Obed Tawiah Odenteh, Chief Investment Officer of IC Asset Managers, added:

"From our perspective, Ghana's economic momentum is largely anchored by three
sectors: telecommunications, financial services, and mining. As managers of
long-term institutional capital, it is important that the portfolios we
steward reflect meaningful exposure to these pillars of the economy.

"Historically, mining has not featured prominently in our portfolios. However,
the global transition toward green energy, coupled with Ghana's discovery of
lithium, presents a unique opportunity to participate in a strategic asset
that could have a lasting impact on the country's industrial future.

"Our investment in Atlantic Lithium therefore reflects a deliberate, long-term
commitment to this emerging sector. We see it as an opportunity for pension
funds to own a stake in a nationally significant resource while partnering
with a management team we find professional, transparent, and constructive to
work with over the long term."

 

 

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

 

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

 

Strategic Investment

The Company has entered into binding subscription agreements with the Ghanaian
Investors, facilitated by ICAMGH, whereby the Ghanaian Investors have agreed
to invest up to c. US$11.0m in the Company through a subscription for ordinary
shares in the Company and the issue of milestone-linked warrants ("Strategic
Investment").

The investment is intended to directly align the deployment of capital to the
Company with the successful achievement of pre-defined Project milestones,
consisting of 1) parliamentary ratification of the Ewoyaa Mining Lease 2)
Project FID and 3) breaking ground and the commencement of construction at
Ewoyaa, ensuring value creation for the Company and the Ghanaian Investors,
while providing incremental funding to support the development of the Project
towards production.

Ordinary Share Subscription

Under the Strategic Investment, the Ghanaian Investors have agreed to
subscribe for 25,380,709 Atlantic Lithium shares ("Ordinary Share
Subscription") at a price of US$0.197 (AUD 0.277 / £0.146) per share
("Ordinary Shares Subscription Price"), representing a 10% discount to the
5-day VWAP of the Company's shares, for a value of US$5.0m (AUD 7.0m /
£3.7m). The Ordinary Share Subscription is expected to complete on Tuesday 24
March 2026 and is being issued pursuant to the Company's ASX Listing Rule 7.1
placement capacity.

Issue of Warrants

On completion of the Ordinary Share Subscription, the Company will also issue
a total of 20,270,266 warrants at an exercise price of US$0.296 (AUD 0.415 /
£0.219) per warrant ("Warrants"), being 50% premium to the Ordinary Shares
Subscription Price, for a total value of US$6.0m to the Ghanaian Investors as
follows(1):

-       6,081,082 Class A Warrants will be issued at the same time as
the Ordinary Share Subscription and are being issued pursuant to the Company's
ASX Listing Rule 7.1 placement capacity.

-       The issue of 8,108,102 Class B Warrants and 6,081,082 Class C
Warrants is subject to shareholder approval being obtained.

The expiry date of the Warrants will be the earlier of 24 months from their
issue date or 30 Business Days following the satisfaction of the Vesting
Condition unless earlier exercised.

The Warrants are issued according to the conditions defined below:

Class A Warrants (Post-Lease Ratification)

·    Number of Warrants: 6,081,082 Warrants - upon valid exercise, the
Company will issue shares on the basis of one fully paid ordinary share for
each warrant exercised.

·    Vesting Condition: The Company making a public announcement on ASX
that the Ewoyaa Mining Lease has been ratified by the Parliament of Ghana.

·    Other conditions: The Class A Warrants are not intended to be listed
on the ASX, AIM or GSE and otherwise have standard terms for a security of
this nature, including:

o  No right of participation in new issues of securities in the Company made
to shareholders generally;

o  No right of participation in any dividends unless the warrants are
exercised and the resultant shares issued prior to the record date to
determine entitlements to the dividend;

o  Standard other conditions consistent with the ASX Listing Rules in respect
of reorganisation, pro rata issues and bonus issues.

Class B Warrants (Project FID)

·    Number of Warrants: 8,108,102 Warrants - upon valid exercise, the
Company will issue shares on the basis of one fully paid ordinary share for
each warrant exercised.

·    Vesting Condition: The Company making a public announcement on ASX of
a final investment decision in relation to the Project.

·    Other Conditions: The Class B Warrants are not intended to be listed
on the ASX, AIM or GSE and otherwise have standard terms for a security of
this nature as described in the Class A Warrants summary above.

Class C Warrants (Break Ground / Construction Start)

·    Number of Warrants: 6,081,082 Warrants - upon valid exercise, the
Company will issue shares on the basis of one fully paid ordinary share for
each warrant exercise.

·    Vesting Condition: The Company making a public announcement on ASX
that it has broken ground and construction has commenced at the Project.

·    Other Conditions: The Class C Warrants are not intended to be listed
on the ASX, AIM or GSE and otherwise have standard terms for a security of
this nature as described in the Class A Warrants summary above.

IC Asset Managers (Ghana) Ltd

ICAMGH is a subsidiary of IC Group Limited, an Africa-focused investment
banking, securities dealing and investment management firm that provides
corporations, institutions, governments and individuals with a broad range of
financial services. Through its Asset Management division, the firm provides
investment management services spanning the full spectrum of asset classes to
local and global pension funds, institutions, corporations and investment
funds.

For more details, visit the IC Group Limited website via the following link:
https://www.ic.africa/ (https://www.ic.africa/) .

 

Share Placement Agreement

The Company has also notified Long State Investments Ltd ("Long State") to
undertake a third placement under the Share Placement Agreement (refer
announcement of 3 September 2025) ("Third Placement").

Under the Third Placement, the Company will issue 27,379,260 shares ("Third
Placement Shares") to Long State at an issue price of £0.146 ("Third
Placement Price") to raise an additional £4.0m (US$5.4m / AUD 7.6m).

The process in respect of the Third Placement aligns with the process for the
Initial Placement and Second Placement (refer announcements of 3 September
2025 and 26 November 2025). Accordingly, 50% of the proceeds of the Third
Placement (i.e. £2.0m / US$2.7m / AUD 3.7m) will be paid on the issue of
shares, with the remainder to be deferred until the Trading Day immediately
after the Pricing Period ("Swap Payment Date").

The Third Placement Shares are being issued pursuant to the Company's ASX
Listing Rule 7.1 capacity.

Long State have agreed to combine the remaining two subsequent placements of
£2.0m each under the Share Placement Agreement into a single final £4.0m
placement, being the Third Placement. Upon the completion of the Third
Placement, the Company will have fully utilised the £8.0m capacity under the
Share Placement Agreement with Long State.

 

Ghana Stock Exchange

Under the Strategic Investment, the Company's Ordinary Shares issued to the
Ghanaian Investors will be held on the Ghana Stock Exchange ("GSE"). Atlantic
Lithium announced that its shares were admitted to trading on the Main Market
of the GSE under the ticker "ALLGH" on 10 May 2024. The Company believes that,
through the Strategic Investment, the issue of the Company's shares on the GSE
will provide greater opportunity for prospective investors in Ghana to share
ownership in and contribute to the advancement of the Project, ultimately
supporting Ghana's lithium production ambitions.

 

Admission to Trading

Application has been made to the London Stock Exchange for admission of a
total of 52,759,969 new ordinary shares pursuant to the Ordinary Share
Subscription and Third Placement, as described above, to trading on AIM
("Admission"). It is expected that Admission will become effective and
dealings in the new ordinary shares, which will rank pari passu with all
existing ordinary shares, will commence 5 days after issue.

 

Total Voting Rights

Following Admission, the Company will have 801,503,291 ordinary shares in
issue, which will also represent the total number of voting rights in the
Company. From Admission, the above figure should be used by shareholders as
the denominator for the calculations by which they will determine if they are
required to notify their interest in, or a change to their interest in, the
Company under the Financial Conduct Authority's Disclosure Guidance and
Transparency Rules.

 

Exchange Rates

This announcement considers the following exchange rates:

·    USD/GBP: 1.34

·    AUD/USD: 0.71

·    GBP/AUD: 1.89.

 

End Notes

(1) The Strategic Investment consists of an unconditional issue of shares for
a total value of US$5.0m to be paid at completion. The Ghanaian Investors will
also be issued 6,081,082 Class A Warrants at completion with an exercise price
of US$0.296 (AUD 0.415 / £0.219) per warrant. The Company has also agreed,
subject to shareholder approval, to issue 8,108,102 Class B Warrants with an
exercise price of US$0.296 (AUD 0.415 / £0.219) per warrant and 6,081,082
Class C Warrants with an exercise price of US$0.296 (AUD 0.415 / £0.219) per
warrant to the Ghanaian Investors. The cumulative total assumes that all
warrants are exercised in due course and in accordance with their terms.

(2) By way of Long State Investments Ltd nominated entity Patras Capital Pte
Ltd.

 

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

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

 Nominated Adviser                   Charles Goodwin                                                    Financial Adviser:

 Jeff Keating                        Annabelle Wills                                                    Raj Khatri (UK) /

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

 Charlie Bouverat
                                                                  Duncan St John, Christian Calabrese (Australia)

                                   Tel: +44 (0)20 3004 9512

 Tel: +44 (0)20 3470 0470

                                                                                                        Corporate Broking:

                                                                                                        James Asensio

                                                                                                        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, 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 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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