Atlantic Lithium Limited, the Africa-focused lithium exploration and development company, today announced that it has entered into a binding Scheme Implementation Deed (SID) with Zhejiang Huayou Cobalt Co., Limited (Huayou).
Under the deal, 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) (“Scheme Consideration”) (the “Scheme” or “Transaction”).
Transaction Highlights
– The all-cash Scheme Consideration values Atlantic Lithium at approximately US$210 million2 (approximately A$292 million and £155 million) and represents a 26.6% premium3 to Atlantic Lithium’s last close of A$0.280 per share4 and a 21.8% premium3 to Atlantic Lithium’s 30-day volume weighted average price (“VWAP”) of A$0.291 (£0.154) per share5.
– 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.
– 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%7of 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.”
