REG - Atlantic Lithium Ltd - Successful Completion of A$10m Equity Placing

Atlantic LithiumAnnouncement

25/10/2024 07:00

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RNS Number : 6572J  Atlantic Lithium Limited  25 October 2024

25 October 2024

Successful Completion of A$10 million Equity Placing

Atlantic Lithium raises A$10 million to advance flagship Ewoyaa Lithium Project towards FID

Atlantic Lithium Limited (AIM: ALL, ASX: A11, GSE: ALLGH, OTCQX: ALLIF,
"Atlantic Lithium" or the "Company"), the Africa-focused lithium exploration
and development company targeting the delivery of Ghana's first lithium mine,
is pleased to announce the successful completion of its institutional
placement ("Equity Placing"), as announced on 24 October 2024 on AIM and 25
October 2024 on the ASX ("Launch Announcement"), raising a total of A$10
million (£5.1 million/US$6.7 million) at a price of A$0.23 (equivalent to
11.73 pence) per New Share ("Issue Price"). A total of 43,478,261 new fully
paid ordinary shares of no-par value each in the Company will be issued ("New
Shares").

As part of the Equity Placing, Assore International Holdings Limited
("Assore"), the Company's largest shareholder, has conditionally subscribed
for US$5.0 million (A$7.5 million/£3.9 million) (the "Assore Participation")
through the allotment of 32,775,013 New Shares at the Issue Price. Atlantic
Lithium Executive Chairman Neil Herbert, Chief Executive Officer Keith Muller
and Non-executive Director Edward Koranteng (the "Participating Directors")
have also conditionally subscribed for 1,260,870 New Shares at the Issue
Price, equating to an aggregate of A$290,000 (the "Director Participation").

The Assore Participation and Director Participation are conditional on
shareholder approval at the Company's upcoming Annual General Meeting ("AGM").
On the basis that Assore's participation is approved at the upcoming AGM,
Assore will hold 30.56% of the Company's issued share capital.

Proceeds of the Equity Placing will be used to contribute to the funding of
the Company's flagship Ewoyaa Lithium Project ("Ewoyaa" or the "Project") in
Ghana towards the Project Final Investment Decision ("Project FID"), including
undertaking an optimisation and technical refinement of the Ewoyaa Definitive
Feasibility Study and the completion of activities related to permitting and
operating requirements prior to breaking ground at the Project, and for
working capital purposes.

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

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

"We are pleased to have raised A$10 million in an Equity Placing led by the
Company's largest shareholder, Assore, and supported by existing, new
institutional shareholders and Participating Directors.

"The successful Placing, undertaken in a challenging market environment for
lithium companies, demonstrates strong support for the Project from existing
and prospective shareholders. Assore has proven to be a hugely supportive
shareholder and partner since the Company's admission to AIM and, through its
participation in the Equity Placing, has demonstrated its ongoing belief in
the success of the Project.

"With the proceeds allocated to completing key activities to advance Ewoyaa
towards Project FID, the Placing puts the Company on firm footing to achieve
its ambitions of delivering commercial production of spodumene in Ghana.

"We look forward to providing further updates on our progress in due course."

 

Related Party Transactions

For ASX Listing Rule 10.11 purposes, the Assore Participation and Director
Participation are conditional on shareholder approval to be sought at the
upcoming AGM. In the case of Assore, as it is a substantial holder holding
greater than 10% (currently it has a relevant interest in 27.56% of the voting
shares in the Company) and has a relevant agreement to nominate directors to
the Company (Kieran Daly and Christelle van der Merwe; the "Assore Nominee
Directors"), shareholder approval for the Assore Participation is required
pursuant to ASX Listing Rule 10.11.3. In the case of the Participating
Directors, as they are directors and related parties of the Company,
shareholder approval for the Director Participation is required pursuant to
ASX Listing Rule 10.11.1.

Assore is a Substantial Shareholder of the Company as defined by the AIM Rules
for Companies, holding 27.56% of the Company's issued share capital prior to
the Equity Placing. As a Substantial Shareholder, Assore's participation in
the Equity Placing is deemed to be a related party transaction for the
purposes of AIM Rule 13.

As the Participating Directors are directors of the Company, the proposed
Director Participation in the Equity Placing is deemed to be a related party
transaction for the purposes of AIM Rule 13.

The directors of the Company, other than the Participating Directors and the
Assore Nominee Directors, having consulted with the Company's nominated
adviser, SP Angel Corporate Finance LLP, consider that the terms of the Assore
Participation and Director Participation in the Equity Placing are fair and
reasonable insofar as shareholders of the Company are concerned.

Allotment and Admission

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

·      Tranche 1 is the unconditional allotment of 9,442,378 New Shares
to all investors excluding Assore and the Participating Directors ("Tranche 1
Shares").

·      Tranche 2 is the allotment of 34,035,883 New Shares to Assore and
the Participating Directors, which is conditional on shareholder approval at
the upcoming AGM ("Tranche 2 Shares").

 

Applications will be made to the London Stock Exchange and the Australian
Securities Exchange for admission of the Tranche 1 Shares to trading on AIM
and the ASX, expected to take place at 8:00 a.m. London time on 30 October
2024 on AIM and 10:00 a.m. on 30 October 2024 Sydney time on the ASX.

Subject to receipt of requisite shareholder approval, a further application
will be made to the London Stock Exchange and the Australian Securities
Exchange for admission of the Tranche 2 Shares to trading on AIM and the ASX,
expected to take place at 8:00 a.m. London time on 6 December 2024 on AIM and
10:00 a.m. on 6 December 2024 Sydney time on the ASX.

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

Revised Shareholdings Following Equity Placing

Following the issue of Tranche 1 and Tranche 2 Shares, the revised
shareholdings of Assore and the Participating Directors will be as follows:

                                        Current Shareholding (Prior to Equity Placing)  Percentage of Issued Share Capital after Tranche 1 Shares issued(1)  Subscription for Tranche 2 Shares  Resultant Shareholding after Tranche 2 Shares issued(2)  Percentage of enlarged Issued Share Capital(2)
 Assore International Holdings Limited  179,025,852                                     25.83%                                                               32,775,013                         211,800,865                                              30.56%

(27.56%)
 Neil Herbert                           8,106,305                                       1.17%                                                                565,217                            8,671,522                                                1.25%

(1.25%)
 Keith Muller                           200,000                                         0.03%                                                                565,217                            765,217                                                  0.11%

(0.03%)
 Edward Koranteng                       Nil                                             0.00%                                                                130,435                            130,435                                                  0.02%

(0.00%)

(1) Following issue of Tranche 1 Shares

(2) Following issue of Tranche 2 Shares

 

Total Voting Rights

Following admission of the Tranche 1 Shares, there will be 659,111,431
Ordinary Shares in issue carrying voting rights admitted to trading (on AIM,
ASX and the GSE). This figure may 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 FCA's Disclosure Guidance and Transparency Rules.

Following approval of the Tranche 2 Shares at the upcoming AGM, the Company
will confirm the revised figure to be used by shareholders.

Exchange Rates

The exchange rates used in the announcement are as follows (as at 23 October
2024):

·    AUD - USD: 0.67

·    AUD - GBP: 0.51

·    USD - GBP: 0.77

Unless otherwise specified, all defined and capitalised terms have the same
meaning as set out in the Company's Launch Announcement, released on 24
October 2024 on AIM and 25 October 2024 on the ASX.

The information contained within this announcement is deemed by the Company to
constitute inside information as stipulated under the market abuse regulation
(EU) no. 596/2014 as it forms part of UK domestic law pursuant to the European
Union (withdrawal) Act 2018, as amended. Upon the publication of this
announcement via a regulatory information service, this information is
considered to be in the public domain.

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

 

For any further information, please contact:
Atlantic Lithium Limited

Neil Herbert (Executive Chairman)

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                        Bessie Elliot                                                      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, GSE and OTCQX-listed lithium company
advancing its flagship project, the Ewoyaa Lithium Project, a significant
lithium spodumene pegmatite discovery in Ghana, through to production to
become the country's first lithium-producing mine.

The Definitive Feasibility Study for the Project indicates the production of
3.6Mt of spodumene concentrate over a 12-year mine life, making it one of the
largest spodumene concentrate mines in the world.

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

Atlantic Lithium holds a portfolio of lithium projects within 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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