Atlantic Lithium : 2023.01.31 – Notice of Extraordinary General Meeting and Explanatory Memorandum

Notice of Extraordinary General Meeting

and Explanatory Memorandum

Atlantic Lithium Limited ACN 127 215 132

Date of Meeting:	1 March 2023
Time of Meeting:	9:00am (Brisbane time)
Place of Meeting:	HopgoodGanim Lawyers, Level 7, Waterfront Place, 1 Eagle
	Street Brisbane QLD 4000

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Notice of Extraordinary General Meeting

Notice is given that the Extraordinary General Meeting of Shareholders of Atlantic Lithium Limited ACN 127 215 132 (Company) will be held at HopgoodGanim Lawyers, Level 7, Waterfront Place, 1 Eagle Street Brisbane QLD 4000 on Wednesday 1 March 2023 at 9:00am (Brisbane time).

Terms used in this Notice of Meeting are defined in section 6 (Interpretation) of the accompanying Explanatory Memorandum.

Agenda

Ordinary business

1. Issue of Options to Neil Herbert
   To consider and, if thought fit, pass the following Resolution, with or without amendment, as an Ordinary Resolution of the Company:
   "That, in accordance with Listing Rule 10.14 and for all other purposes, the Company be authorised to issue 2,000,000 Options under its Employee and Executive Share Option Loan Plan each to subscribe for one fully paid ordinary Share in the Company exercisable at £0.60, expiring on the date which is two years from the date of issue, and otherwise on the terms and conditions set out in the Explanatory Memorandum to Neil Herbert (or his nominee) who is a Related Party of the Company as described in the Explanatory Memorandum."
2. Issue of Options to Lennard Kolff Van Oosterwijk

To consider and, if thought fit, pass the following Resolution, with or without amendment, as an Ordinary Resolution of the Company:

"That, in accordance with Listing Rule 10.14 and for all other purposes, the Company be authorised to issue 2,000,000 Options under its Employee and Executive Share Option Loan Plan each to subscribe for one fully paid ordinary Share in the Company exercisable at £0.60, expiring on the date which is two years from the date of issue, and otherwise on the terms and conditions set out in the Explanatory Memorandum to Lennard Kolff Van Oosterwijk (or his nominee) who is a Related Party of the Company as described in the Explanatory Memorandum."

3. Issue of Options to Amanda Harsas

To consider and, if thought fit, pass the following Resolution, with or without amendment, as an Ordinary Resolution of the Company:

"That, in accordance with Listing Rule 10.14 and for all other purposes, the Company be authorised to issue 2,000,000 Options under its Employee and Executive Share Option Loan Plan each to subscribe for one fully paid ordinary Share in the Company exercisable at £0.60, expiring on the date which is two years from the date of issue, and otherwise on the terms and conditions set out in the Explanatory Memorandum to Amanda Harsas (or her nominee) who is a Related Party of the Company as described in the Explanatory Memorandum."

4. Issue of Options to Stuart Crow

To consider and, if thought fit, pass the following Resolution, with or without amendment, as an Ordinary Resolution of the Company:

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"That, in accordance with Listing Rule 10.14 and for all other purposes, the Company be authorised to issue 1,000,000 Options under its Employee and Executive Share Option Loan Plan each to subscribe for one fully paid ordinary Share in the Company exercisable at £0.60, expiring on the date which is two years from the date of issue, and otherwise on the terms and conditions set out in the Explanatory Memorandum to Stuart Crow (or his nominee) who is a Related Party of the Company as described in the Explanatory Memorandum."

Special business

5. Amendment to Constitution

To consider and, if thought fit, pass the following Resolution, with or without amendment, as a Special Resolution of the Company:

"That, with effect from the close of this Meeting, for the purposes of section 136(2) of the Corporations Act and for all other purposes, the Constitution of the Company be modified by inserting the following:

1. Insert as a new definition in Rule 2.1:
   ESS Interests has the meaning under section 1100M(1) of the Corporations Act.
2. Insert as a new Rule 88:

88. Issue Cap for Offers involving monetary consideration under an employee incentive scheme

88.1 For the purposes of section 1100V(2)(a) of the Corporations Act, the Company may only make an offer of ESS Interests if, at the time the offer is made, the Company reasonably believes:

1. the total number of fully paid Shares that are, or are covered by, the ESS Interests of the Company that may be issued under the offer; and
2. the total number of fully paid Shares that are, or are covered by, the ESS Interests that have been issued, or could have been issued, under offers made under the Company's employee share scheme at any time during the 3 year period ending on the day the offer is made,
   does not exceed 15% of the number of Shares actually on issue as at the start of the day the offer is made."

6. Other Business

To consider any other business as may be lawfully put forward in accordance with the Constitution of the Company.

BY ORDER OF THE BOARD

Amanda Harsas

Finance Director and Company Secretary

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Notice of Extraordinary General Meeting

24 January 2023

Notes and Voting Exclusion Statements

Notes:

• A detailed summary of the Resolutions is contained within the Explanatory Memorandum.
• With respect to Resolutions 1, 2, 3 and 4 the Company intends to issue the Options as soon as practicable, but no later than one month after the Meeting (or such later date to the extent permitted by an ASX waiver or modification of the ASX Listing Rules).

Voting Exclusion Statements

The Company will disregard any votes cast on the Resolution listed below by or on behalf of the persons or entities listed under "Persons excluded from voting" below, however the Company need not disregard a vote cast by such persons in the circumstances set out under "Exceptions to voting exclusion" set out below.

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Resolution	Persons excluded from voting	Exceptions to voting exclusion
Resolutions 1 to 4	Listing Rule 10.15.12	Listing Rule 10.15.12
	In accordance with Listing Rule 14.11, the Company	However, the exclusion in the adjacent column does not apply to a vote cast in
	will disregard any votes cast in favour of Resolutions	favour of a resolution by:
	1 to 4 by or on behalf of:	• a person as proxy or attorney for a person who is entitled to vote on the
	• any person referred to in Listing Rule	Resolution, in accordance with directions given to the proxy or attorney to vote
	on the Resolution in that way; or
	10.14.1, 10.14.2 or 10.14.3 who is eligible to	• the chair of the meeting as proxy or attorney for a person who is entitled to
	participate in the Company's Employee and
	Executive Share Option Loan Plan in	vote of the Resolution, in accordance with a direction given to the chair to vote
	question (including Neil Herbert, Lennard	on the resolution as the chair decides; or
	Kolff Van Oosterwijk, Amanda Harsas and	• a holder acting solely in a nominee, trustee, custodial or other fiduciary
	Stuart Crow); or
	capacity on behalf of a beneficiary provided the following conditions are met:
	• an Associate of that person or those persons.	o the beneficiary provides written confirmation to the holder that the
		beneficiary is not excluded from voting, and is not an associate of a
		person excluded from voting, on the Resolution; and
		o the holder votes on the Resolution in accordance with directions given by
		the beneficiary to the holder to vote in that way.
	Section 250BD of the Corporations Act	The Company need not disregard a vote on Resolutions 1 to 4 if it is cast by the
		person chairing the meeting as proxy for a person who is entitled to vote and the
	As Resolutions 1, 2, 3 and 4 are connected directly	Shareholder expressly authorises the person chairing the meeting to exercise the
	or indirectly with the remuneration of a member of the	proxy even if Resolutions 1 to 4 are connected directly or indirectly with the
	KMP for the Company (or, if the Company is a	remuneration of a member of the KMP for the Company, or if the Company is part
	consolidated entity, for the entity), pursuant to	of a consolidated entity, for the entity.
	section 250BD of the Corporations Act, a vote on
	Resolutions 1, 2, 3 and 4 must not be cast by:
	• any member of the KMP for the Company
	(or, if the Company is a consolidated entity,
	for the entity); or
	• a Closely Related Party of such KMP,
	who is appointed as a Shareholder's proxy, on the
	basis of that appointment, where the Shareholder

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