Accra, Ghana//-Atlantic Lithium Limited, the Africa-focused lithium exploration and development company targeting the delivery of Ghana’s first lithium mine, has released its Quarterly Activities and Cash Flow Report for the period ended 30 June 2026.
Highlights Corporate
– On 7 May 2026, Atlantic Lithium announced that it had entered into a Scheme Implementation Deed (SID) with Zhejiang Huayou Cobalt Co., Limited (Huayou), under which Huayou has agreed to acquire all of the issued shares in Atlantic Lithium by way of an Australian scheme of arrangement (Scheme).
o If the Scheme is implemented, Atlantic Lithium shareholders will receive an all-cash consideration of US$0.25486 per share (A$0.354 per share / £0.188 per share).
o The Scheme remains subject to various conditions including approval by the requisite majority of Atlantic Lithium shareholders at a meeting of shareholders to be called to vote on the Scheme and other customary conditions.
o The Atlantic Lithium Board continues to 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 these same qualifications, each member of the Atlantic Lithium Board intends to vote all Atlantic Lithium shares held or controlled by them in favour of the Scheme.
o A Scheme Booklet containing important information in relation to the Scheme, including reasons for the unanimous recommendation of the Atlantic Lithium Board and an independent expert’s report, is expected to be sent to the Atlantic Lithium shareholders in October 2026.
A meeting of the Atlantic Lithium shareholders to approve the Scheme is expected to be held in November 2026, with implementation of the Scheme expected to occur in December 2026.
– On 11 May 2026, Atlantic Lithium announced that it had provided its consent under an agreement for Elevra Lithium Limited (Elevra) to sell all of its rights and interests in respect of the agreements relating to the Company’s Ewoyaa Lithium Project (“Ewoyaa” or the “Project”) in Ghana (“Project Agreement”) to Huayou (“Novation Agreement”).
o Upon completion of the Novation Agreement, Huayou has agreed that the development costs conditions precedent are deemed to be satisfied or otherwise waived. Accordingly, Huayou will begin sole funding the Project’s development costs up to the remainder of the sole funding obligations under the Project Agreement.
Project Development
– Establishment of an Integration Committee, comprising Atlantic Lithium and Huayou appointees, to oversee implementation of the Scheme, support regulatory approvals, facilitate integration planning, and coordinate stakeholder and community engagement.
o Through mutual agreement between Atlantic Lithium and Huayou, the Integration Committee intends to agree a pathway for the development of the Project until the Scheme becomes effective.
Commenting, Keith Muller, Chief Executive Officer of Atlantic Lithium, said: “Following the ratification of the Ewoyaa Mining Lease in February, it has been a landmark quarter for Atlantic Lithium, where we announced that Huayou, one of the global leaders of the supply of lithium, has proposed that it will acquire the issued securities of the Company in an all-cash transaction.
We continue to work with the Huayou team to progress the Scheme, and we are delighted to be working through this transaction to de-risk the funding and development of the Ewoyaa Lithium Project.
“I look forward to the release of the Scheme Booklet, which will enable Atlantic Lithium shareholders to further consider this potentially transformational transaction, which Atlantic Lithium’s Directors continue to recommend. “We look forward to providing further updates in due course.”
June Quarter Activities
During the period, the Company continued to advance its flagship project, the Ewoyaa Lithium Project, towards production to become Ghana’s first operating lithium mine, while progressing the Conditions Precedent, as defined in the Scheme Implementation Deed (“SID”), in support of the proposed Transaction.
The Project is well located to operational infrastructure, including being within 1km of the Takoradi – Accra N1 highway, 110km from the Takoradi deep-sea port and adjacent to grid power.
Location of the Ewoyaa Lithium Project, Ghana
Concurrent to its activities at Ewoyaa, the Company continues to undertake low-cost exploration across the contiguous Agboville and Rubino exploration licences, which are 100% owned through its wholly-owned Ivorian subsidiary Khaleesi Resources SARL, in the mining-friendly jurisdiction of Côte d’Ivoire in West Africa.
The Agboville and Rubino licences, which cover 396.89 km² and 374.18 km² respectively, provide the Company with exclusive rights to conduct lithium exploration over highly prospective tenure for lithium discovery.
Leveraging synergies with its existing operations in Ghana, the Company is applying its proven track record of lithium exploration, discovery and evaluation in tropical weathering environments, as demonstrated at Ewoyaa, to its exploration portfolio in Côte d’Ivoire.
Corporate
Scheme Implementation Deed
During the period, the Company announced that it had entered into a SID with major new energy materials company 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”).
The Scheme Consideration values the Company at approximately US$210 million (approximately A$292 million and £155 million) and represents a 26.6% premium to Atlantic Lithium’s closing price of A$0.280 per share on 6 May 2026 and a 21.8% premium to Atlantic Lithium’s 30-day VWAP of A$0.291 (£0.154) per share up to and including 6 May 2026.
The Company’s Board entered into the 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 the development of the Project, the Board concluded that the Transaction represents the most attractive, certain, and accelerated realisation of value on a risk-adjusted basis versus other strategic alternatives and, therefore, the best outcome for Atlantic Lithium shareholders.
Accordingly, Atlantic Lithium’s Directors unanimously recommend 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.
The Company’s Directors, who collectively hold a relevant interest in approximately 14.2 million Atlantic Lithium shares (representing approximately 1.8% of the total issued shares), 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 (subject to the same qualifications set out above).
Atlantic Lithium’s largest shareholder, Assore, which currently holds ~26.4% of the Company’s issued capital, 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, which 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.
Novation Agreement After the announcement of the SID, the Company announced that it had provided its consent under an agreement for Elevra Lithium Limited (“Elevra”), formerly Piedmont Lithium Inc, to sell all of its rights and interests in respect of the agreements related to Ewoyaa (“Project Agreement”) to Huayou (“Novation Agreement”).
Elevra currently holds the rights to a 22.5% interest in the Company’s lithium projects in Ghana (“Ghana Portfolio”), inclusive of the Project, following the satisfaction of the terms set out in Stage 2 of the Project Agreement (refer announcement of 17 August 2023).
Under the terms of the Novation Agreement, following the satisfaction of the relevant regulatory approvals condition precedent, Elevra will transfer all its rights, obligations, title and interests associated with the Ghana Portfolio (including in relation to its spodumene concentrate offtake rights) to Huayou.
If the Novation Agreement is completed, Huayou has agreed that the development costs conditions precedent in the Project Agreement are deemed to be satisfied or otherwise waived.
Accordingly, Huayou will begin sole funding the Project’s development costs up to the remainder of the sole funding obligations under the Project Agreement.
The Company believes that the agreement establishes a clear pathway for the development of the Project, which is expected to expedite the delivery of the benefits that the Project promises for Ghana, notably including the Project’s host communities in Ghana’s Central Region.
The Novation Agreement is independent of and not conditional upon the Scheme of Arrangement announced by the Company with Huayou on 7 May 2026 being implemented.
Extension of Contractual Arrangements with Chairman
The existing contractual arrangements with Non-Executive Chairman Mr Neil Herbert have been extended to 30 June 2027.
The extended arrangements broadly reflect the existing 12-month fixed-term contract as announced by the Company on 11 June 2025, save that the contract does not provide for further Deferred Fees (beyond acknowledging those accruing under the previous term) and the annual fixed-term remuneration going forward is reduced to A$125,000.
Either party may terminate the contract on six months’ notice. If the Scheme becomes effective and the engagement is terminated, the termination notice period automatically reduces to end on the record date of the Scheme.
A termination benefit of A$125,000 continues to be payable on termination of the arrangements.
Project Development Integration Committee
As required in the SID, the Company and Huayou have established an Integration Committee, comprising Atlantic Lithium and Huayou representatives, to oversee the implementation of the Scheme, support all relevant regulatory approval processes, facilitate integration planning, and coordinate stakeholder and community engagement, notably in respect of the Project.
Through to the Scheme becoming effective, the Integration Committee intends to establish a mutually agreed (between Atlantic Lithium and Huayou) direction of the Project’s development towards construction.
Subject to the completion of the Novation Agreement, Huayou has agreed that the development costs conditions precedent are deemed to be satisfied or otherwise waived.
Accordingly, Huayou will then begin sole funding the Project’s development costs up to the remainder of the sole funding obligations under the Project Agreement.
Exploration Côte d’Ivoire
Through its wholly-owned Ivorian subsidiary Khaleesi Resources SARL, the Company 100% owns the Agboville and Rubino exploration licences in Côte d’Ivoire.
The licences, which are located c. 80km north of Abidjan, the port and commercial capital of Côte d’Ivoire, are well-serviced with existing infrastructure, including excellent paved highways and an operating railway linking Burkina Faso’s capital city of Ouagadougou and the port of Abidjan.
Mapping and rock-chip sampling: Geological mapping is continuing across the Agboville and Rubino licences in parallel with soil sampling and as traverse and anomaly follow-up mapping.
The work will inform follow-up auger drilling to map the source of the anomalies below the laterite at the surface and support the definition of potential reverse-circulation and diamond-drill targets.
Funding to Accelerate Côte d’Ivoire Exploration
The Company previously announced that it had commenced a formal process to source funding options to accelerate the exploration of its Côte d’Ivoire licences (refer announcement of 31 October 2025).
Per the customary exclusivity provisions outlined in the SID, including “no shop”, “no talk” and “no due diligence”, the process to secure funding for the exploration of the Côte d’Ivoire licences has been discontinued without any agreement being reached.
