Atlantic Lithium Limited Dual Listing Prospectus

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AAtlantic Lithium Limited, the Africa-focused funded lithium exploration and development company aiming to deliver Ghana’s first lithium mine, is pleased to announce the Company’s dual listing offer on the Australian Securities Exchange (“ASX”) which will open on August 23, 2022.

The Company has filed today, August 15, 2022, a prospectus with the Australian Securities and Investments Commission setting out the terms of the ASX Offer, which is an offer to acquire up to 22,850,000 shares at price of 0.58 Australian dollars per share.

The Company is pleased to inform you that it has received firm subscription commitments for shares equal to the total amount to be offered under the Prospectus. Commitments have been received from a range of Australian and Asia-Pacific institutional and professional investors.

Canaccord Genuity (Australia) Limited is acting as lead manager in respect of the ASX offering.

“ASX listing allows eligible investors to invest in Atlantic Lithium, including through the ASX offering announced today. The Company will benefit from a broader shareholder base and increased awareness to its plans for the industry-leading Ewoyaa Lithium project at a time when demand for lithium continues to be strong. Being an Australian company headquartered in Australia, the ASX listing also allows for close communication with Australian investors. .

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“The ASX market itself has recently seen growing interest in green commodities, in line with the global transition to a low carbon future, and we have seen the valuations of many companies involved in the supply chain of lithium benefit from it. We believe listing on the ASX will help support a favorable valuation of the company and its assets,” commented Neil Herbert, Executive Chairman of Atlantic Lithium.

Offer details

The ASX Offer is being undertaken by way of a sale by certain shareholders of the Company (as detailed below) (“Sale Down”), rather than an issue of new Shares. A new special purpose vehicle called Atlantic SaleCo Limited ACN 660 757 344 (“SaleCo”) has been created to facilitate the sale. Atlantic Lithium and SaleCo have entered into agreements with existing securityholders who wish to participate in the sale, including a number of option holders who will exercise their options (“puts”) and sell the resulting shares under of the ASX Offer.

Therefore, although the sale of the Shares under the Down Sale (“Sell Shares”) itself will not generate cash for the Company, the Company expects to raise approximately $4,469,534 (before fees ) through the exercise of downward put options.

Prospectus details

The Company’s shareholders participating in the sale are the estate of the late Vincent David Mascolo (17 million shares), a person closely associated with Lennard Alexander Kolff Van Oosterwijk (“Len Kolff”) (2.85 million shares ) and certain non-PDMR employees and unrelated persons (3.0 million remaining).

As of the date of this Prospectus, the Company is not aware of any new information or data materially affecting the information presented in the December Announcement regarding the Updated Scoping Study and the March Announcement regarding the updated Mineral Resource Estimate for the Ewoyaa Lithium Project. and confirms that all material assumptions and technical parameters underlying the Ads continue to apply and have not materially changed.

Related party note

In the event that the ASX Offer is not closed by August 31, 2022, the Board of Directors of the Company, other than Len Kolff (who abstained from voting), has decided to extend the closing date. expiration of the 7,000,000 put options (which expire on August 31, 2022), including 3,500,000 options held by a person closely associated with Len Kolff, until September 30, 2022 so that these put options at the put will not lapse until the completion of the ASX Offer (the “Downside Put Expiry Extension”).

The extension of the expiration of the put option down on the 3,500,000 put options down held by a person closely associated with Len Kolff is treated as a related party transaction under AIM rules for companies . The directors of the Company other than Len Kolff (who abstained from voting) consider, after consultation with the Company’s appointed adviser, SP Angel Corporate Finance LLP, that the extension of the expiration of the put option to the reduction is fair and reasonable insofar as the shareholders of the Company are concerned.

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