Atlantic Lithium : Prospectus April 2024

PROSPECTUS

LISTING BY INTRODUCTION

Of exis�ng 649,669,053 ordinary shares of Atlan�c Lithium Limited

LISTING BY INTRODUCTION

Of exis�ng 649,669,053 ordinary shares of Atlan�c Lithium Limited

This document was prepared and submited by:

ARRANGERS

SPONSORING BROKER

LEGAL ADVISOR

REPORTING ACCOUNTANT

REGISTRAR

GEOLOGIST CONSULTANT

26 April 2024

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CONTENTS
IMPORTANT INFORMATION AND DISCLAIMERS	4
1.0	CORPORATE DETAILS OF THE ISSUER	8
2.0	CONTACT DETAILS OF THE TRANSACTION ADVISORS	9
3.0	DEFINITIONS	10
4.0	LEGAL BASIS, RATIONALE AND SUMMARY OF THE TRANSACTION	14
5.0	DESCRIPTION OF ATLANTIC LITHIUM	15
6.0	BOARD OF DIRECTORS AND MANAGEMENT	26
7.0	EXPLORATION AND DEVELOPMENT OBJECTIVES	34
8.0	DOCUMENTS INCORPORATED BY REFERENCE	35
9.0	RISK FACTORS	36
10.0	LEGAL OPINION	46
11.0	INDEPENDENT PRACTITIONER'S REVIEW REPORT	51
12.0	AUDITED FINANCIAL REPORTS	53
13.0	KEY INFORMATION ON THE LISTING	58
14.0	OVERVIEW OF THE GHANAIAN ECONOMY	61
15.0	OVERVIEW OF THE LITHIUM MINING INDUSTRY	63
16.0	OVERVIEW OF THE GHANA STOCK EXCHANGE	65
17.0	INDEPENDENT GEOLOGIST'S REPORT	68

IMPORTANT INFORMATION AND

DISCLAIMERS

THIS PROSPECTUS CONTAINS IMPORTANT INFORMATION ABOUT THE ISSUER AND ITS BUSINESS ACTIVITIES. RESPONSIBILITY FOR THE ACCURACY OF THE INFORMATION IN THIS DOCUMENT LIES WITH THE ISSUER'S DIRECTORS. TO THE BEST OF THE KNOWLEDGE AND BELIEF OF THE DIRECTORS, HAVING TAKEN ALL REASONABLE CARE, THE INFORMATION IN THIS DOCUMENT IS IN ACCORDANCE WITH THE FACTS. INVESTORS CONTEMPLATING PURCHASING SHARES SHOULD CAREFULLY READ THIS DOCUMENT AND CONSULT THEIR PROFESSIONAL INVESTMENT ADVISORS AND DEALERS BEFORE MAKING AN

INVESTMENT DECISION. ANNOUNCEMENTS RELATING TO THE ISSUER ARE ALSO MADE ON THE ALTERNATIVE INVESTMENT MARKET (LONDON STOCK EXCHANGE), THE AUSTRALIAN SECURITIES EXCHANGE

AND THE COMPANY WEBSITE

(WWW.ATLANTICLITHIUM.COM.AU). INVESTORS SHOULD CONSULT THEIR PROFESSIONAL ADVISORS IF THEY HAVE QUESTIONS ABOUT THEIR INVESTMENT DECISION.

Atlan�c Lithium Limited (the "Issuer") is a lithium- focused mineral explora�on and development company with an advanced lithium pegma�te asset in Ghana and granted and under-applica�on lithium pegma�te explora�on assets in Ghana and Ivory Coast.

An applica�on has been made to the Ghana Stock Exchange ("GSE") and provisional approval has been obtained for the secondary lis�ng by introduc�on of shares of the Issuer (the "Shares") on the Main Market (hereina�er referred to as the "Lis�ng") subject to the fulfillment of all lis�ng requirements. The GSE and the Securi�es and Exchange Commission ("SEC") assume no responsibility for the correctness of any of the statements made, opinions expressed, and reports presented in this document. Admission to the GSE is not to be taken as an indica�on of the merits of the Issuer or of the Shares.

The Issuer has not authorized any person to give any informa�on or to make any representa�on in rela�on to the Lis�ng other than those contained in this document, and if given or made, such informa�on or representa�on must not be relied upon as having been authorized.

The distribu�on of this document in certain jurisdic�ons may be restricted by law. Persons into whose possession this document comes are required by the Issuer to inform themselves about and observe any such restric�ons. This document does not

cons�tute an offer and may not be used for the purpose of an offer or solicita�on by anyone in any jurisdic�on or in any circumstances in which such an offer or solicita�on is not authorized or is unlawful.

The Issuer accepts no responsibility for any viola�on by any person of any such restric�ons. Other than in Ghana, no ac�on has been or will be taken in any jurisdic�on that would permit any public offering of the Shares or possession or distribu�on of this document where ac�on for that purpose would be required. Investors should not rely exclusively on the informa�on contained in this document. The informa�on contained in this document is accurate only as of the date of the document, regardless of the �me of delivery of this document or any offering or sale of the Shares.

This Prospectus has been reviewed and approved by the SEC in accordance with Sec�on 3 of the Securi�es Industry Act, 2016 (Act 929) ("Securi�es Industry Act") and the Securi�es and Exchange Commission Regula�ons, 2003 (LI 1728) ("SEC Regula�ons") (as amended). In its review, the SEC examined the contents of this Prospectus to ensure that adequate disclosures have been made. To ascertain the financial soundness of the Issuer, prospec�ve investors are advised to consult a dealer, investment advisor, or other professional duly authorized under the Securi�es Industry Act.

Neither the GSE nor the SEC, assumes any responsibility for the correctness of any statements made, opinions expressed, or reports contained in this Prospectus. Neither the GSE nor the SEC has verified the accuracy and truth of the contents of this Prospectus, or any other documents submited to it, and the SEC and the GSE will not be liable for any claim of any kind whatsoever. Approval of the lis�ng of the Shares by the GSE or the SEC is not to be taken as an indica�on of the merits of the Issuer.

The contents of this Prospectus do not cons�tute and are not to be construed as legal, business, or tax advice. Each investor should consult his/her/its own

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independent legal advisor, financial advisor, or tax advisor for legal, financial, and/or tax advice in rela�on to the purchase of the Shares.

Prospec�ve investors should have regard to the factors described under the sec�on with the heading "Risk Factors" in this Prospectus.

On 20th October 2023 the Issuer announced that the Government of Ghana through its Minister of Lands and Natural Resources had granted a Mining Lease in respect of the Issuer's flagship Ewoyaa Lithium Project comprising the proposed Ewoyaa Lithium Mine and Processing Plant, enabling the advancement of the Project towards commercial produc�on.

The Mining Lease is subject to parliamentary ra�fica�on as s�pulated in Ar�cle 268 of the 1992 Cons�tu�on of Ghana and Sec�on 5(4) of the Minerals and Mining Act and is yet to be laid before parliament for considera�on.

GENERAL INFORMATION

The Issuer accepts full responsibility for the informa�on contained in this Prospectus and all documents incorporated by reference (see the sec�on of this Prospectus headed "Documents Incorporated by Reference"). To the best of the knowledge and belief of the Issuer (who has taken all reasonable care to ensure that such is the case), the informa�on contained in this Prospectus is true and accurate, and no informa�on has been omited that would make any statement false or misleading and all reasonable inquiries to ascertain such facts have been made.

The Issuer, having made all reasonable inquiries, confirms:

1. that this Prospectus contains or incorporates all informa�on which is material in the content of the Lis�ng,
2. that the informa�on contained or incorporated in this Prospectus is true and accurate in all material respects and is not misleading, and
3. that the opinions and the inten�ons expressed in this Prospectus are honestly held and that there are no other facts, the omission of which would make this Prospectus or any of such informa�on or expression of any such opinions or inten�ons misleading in any material respect.

To the best of the Arranger's knowledge and belief, the Prospectus cons�tutes full and fair disclosure of all material facts about the Lis�ng and the Issuer. None of the Arranger, Sponsoring Broker, Legal Advisor, Registrar, Repor�ng Accountant or any of their

Directors, Affiliates, Advisors, or Agents, has independently verified the informa�on contained herein. Accordingly, no representa�on or warranty, expressed or implied, is made by the Arranger, Sponsoring Broker, Legal Advisor, Registrar, Repor�ng Accoun�ng or any of their Directors, Affiliates, Advisors, or Agents, with respect to the accuracy or completeness of such informa�on at any �me, of this Prospectus or any supplement hereto. Nothing contained in this Prospectus is to be construed as or shall be relied upon as, a promise, warranty, or representa�on, whether in the past or the future, by the Arranger, Sponsoring Broker, Legal Advisor, Registrar, Repor�ng Accountant or any of their Directors, Affiliates, Advisors, or Agents, in any respect.

This document is to be read and construed with any amendment or supplement thereto and in conjunc�on with any other documents which are deemed to be incorporated herein by reference.

JLD & MB Consultancy ("JLD & MB") is ac�ng as Legal Advisor to the Issuer in respect of the Lis�ng. Any opinion expressed is limited to maters rela�ng to the laws of the Republic of Ghana in force and applicable as at the date of this document. JLD & MB has relied on informa�on provided by the Issuer. Accordingly, JLD & MB does not provide any assurance of the accuracy of the informa�on contained in this document and does not accept any responsibility or liability for the inaccuracy of the informa�on contained in the document. JLD & MB consents to act in the capacity herein stated and to its name being stated in this Prospectus.

Black Star Brokerage Limited (herein referred to as "Black Star") is ac�ng as Advisor, Arranger and Sponsoring Broker to the Lis�ng. Black Star has relied on informa�on provided by the Issuer and accordingly, does not provide any assurance of the accuracy of the informa�on contained in this document and does not accept any responsibility or liability for the inaccuracy of any informa�on contained in the document.

Black Star does however confirm that to the best of their knowledge, this document cons�tutes a full and fair disclosure of all material facts about the Issuer as required by the Securi�es Industry Act and the SEC Regula�ons and the Ghana Stock Exchange Lis�ng Rules ("Lis�ng Rules"). The Sponsoring Broker will not be held responsible for any inaccuracies or omissions of material facts as all informa�on given herein was obtained from the Issuer.

SCG AUDIT is ac�ng as the independent reviewer of the financial statements of the Issuer in respect of the

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Lis�ng. A review of financial statements in accordance with ISRE 2400 (Revised) is a limited assurance engagement and procedures performed in a review are substan�ally less than those performed in an audit in accordance with Interna�onal Standards on Audi�ng. Accordingly, we do not express an audit opinion on these financial statements. SCG AUDIT performed the review in accordance with the Interna�onal Standards on Review Engagements applicable as at the date of this document. SCG AUDIT has relied on informa�on and representa�ons provided by the Issuer in the performance of the review. Accordingly, SCG AUDIT does not accept any responsibility or liability for the inaccuracy of any informa�on contained in the document resul�ng from erroneous informa�on and representa�ons by the Issuer. SCG AUDIT consents to act in the capacity herein stated and to its name being stated in this Prospectus.

CAUTION

Prospec�ve investors should carefully consider the maters set forth under the sec�on headed "Risk Factors". Please consult your investment advisor, stockbroker/dealer, legal advisor, or tax advisor before making any investment decision in rela�on to the Shares.

In the event that this Prospectus is delivered to or comes into the possession of any person (the "Recipient") at any �me a�er the date hereof, it is for and the responsibility of the Recipient to ascertain whether any supplement or amendment of the informa�on herein contained has been made or issued, or whether updated informa�on is available and reliance on this Prospectus at any �me subsequent to the date hereof shall be at the Recipient's risk.

ROUNDING

Some numerical figures included in this Prospectus may have been subject to rounding adjustments. Accordingly, numerical figures shown as totals in certain figures may not be an arithme�c aggrega�on of the figures that preceded them.

FORWARD-LOOKING STATEMENTS

This document includes statements that are or may be deemed to be "forward-looking statements". These forward-looking statements can be iden�fied using forward-looking terminology, including the terms "believes", "es�mates", "plans", "projects", "an�cipates", "expects", "intends", "may", "will", or "should" or, in each case, their nega�ve or other varia�ons or comparable terminology, or by discussions of strategy, plans, objec�ves, goals, future events or

inten�ons. These forward-looking statements include all maters that are not historical facts. They appear in several places throughout this document and include, but are not limited to, statements regarding the Issuer's inten�ons, beliefs, or current expecta�ons concerning, amongst other things, its results of opera�ons, financial condi�on, liquidity, prospects, growth, strategies, and its industry.

By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. Forward-looking statements are not guarantees of future performance and the actual results of the Issuer's opera�ons, financial condi�on and liquidity, and the development of the markets and the industry in which the Issuer operates may differ materially from those described in or suggested by the forward-looking statements contained in this document. In addi�on, even if the results of opera�ons, financial condi�on and liquidity, and the development of the markets and the industry in which the Issuer operates are consistent with the forward-looking statements contained in this document, those results or developments may not be indica�ve of results or developments in subsequent periods. Several factors could cause results and developments to differ materially from those expressed or implied by the forward-looking statements including, without limita�on, the factors discussed in the sec�on headed Risk Factors.

Forward-looking statements may and o�en do differ materially from actual results. Any forward-looking statements in this document reflect the Issuer's current view with respect to future events and are subject to risks rela�ng to future events and other risks, uncertain�es, and assump�ons rela�ng to the Issuer's opera�ons, results of opera�ons, growth strategy, and liquidity. Investors should specifically consider the factors iden�fied in this document that could cause actual results to differ before making an investment decision. Subject to the requirements of the Lis�ng Rules, the Issuer undertakes no obliga�on publicly to release the result of any revisions to any forward- looking statements in this document that may occur due to any change in the Issuer's expecta�ons or to reflect events or circumstances a�er the date of this document.

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DECLARATION OF INTERESTS BY ADVISORS/EXPERTS

• As of the date of this Statement, neither Black Star nor its Affiliates hold any shares in the Issuer. No principal of any of the firms holds or has had an interest in any of the Issuer's shares.
• As of the date of this Statement, neither JLD & MB Legal Consultancy nor its Affiliates hold any shares in the Issuer. No principal of the firm holds or has held an interest in any of the Issuer's shares.
• As of the date of this Statement, neither SCG Chartered Accountants nor its Affiliates hold any shares in the Issuer. No principal of the firm holds or has held an interest in any of the Issuer's shares.

MANDATORY DECLARATIONS BY DIRECTORS

The directors herein, in respect of the informa�on rela�ng to the Issuer and having made all reasonable inquiries, confirm that:

1. This Prospectus contains all informa�on with regard to the Issuer which is material in the context of the Lis�ng;
2. the informa�on contained in this Prospectus is true and accurate in all material respects and is not misleading;
3. the opinions and inten�ons expressed herein are honestly held; and
4. there are no other facts, the omission of which makes this Prospectus as a whole or any of such informa�on or the expression of any such opinions or inten�ons misleading.

This Prospectus has been seen and approved by us, the Directors of the Issuer, and we collec�vely and individually accept full responsibility for the accuracy of the informa�on given and that a�er making all reasonable enquiries, and to the best of our knowledge and belief, that there are no facts, the omission of which would make any statement in the Prospectus referred to above misleading.

For and on behalf of the board of directors:

________________________________________	________________________________________
Neil Herbert	Amanda Harsas
Execu�ve Chairman	Execu�ve Director

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1.0 CORPORATE DETAILS OF THE ISSUER

ISSUER	Atlan�c Lithium Limited
	Level 17, Angel Place
	123 Pit Street
	Sydney NSW 2000
	Australia
	Contact: [phone]
	24 Senchi Street
	Airport Residen�al Area
	Accra, Ghana
	Email:info@atlan�clithium.com.au
	Website:www.atlan�clithium.com.au
DIRECTORS	Neil Herbert - (Execu�ve Chairman)
	Email:nherbert@atlan�clithium.com.au
	Keith Muller - (Execu�ve Director and Chief Execu�ve Officer)
	Email:kmuller@atlan�clithium.com.au
	Amanda Harsas - (Execu�ve Director, Finance Director, and Company
	Secretary)
	Email:aharsas@atlan�clithium.com.au
	Kieran Daly - (Non-Execu�ve Director, Assore Appointee)
	Email:[e-mail]
	Christelle van der Merwe - (Non-Execu�ve Director, Assore Appointee)
	Email:[e-mail]
	Jonathan Henry - (Non-Execu�ve Director)
	Email:jh@jhenryconsul�ng.co.uk
	Holly Waldeck - (Alterna�ve for Kieran Daly)
	Email:[e-mail]
AUDITOR	BDO Audit Pty Ltd
	Level 11, 1 Margaret Street
	Sydney
	NSW 2000
	Australia
	Contact: [phone]
	Website:www.bdo.com.au
COMPANY SECRETARY	Amanda Harsas
	Level 17, Angel Place
	123 Pit Street, Sydney
	NSW 2000
	Australia
	Contact: [phone]
	Email:info@atlan�clithium.com.au
	Website:www.atlan�clithium.com.au

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2.0 CONTACT DETAILS OF THE TRANSACTION ADVISORS

TRANSACTION ADVISOR	Black Star Brokerage Limited
	Plot No. 24 Kanda Estates, Kanda, Accra, Ghana
	Tel: [phone]
	Fax: [phone]
	Contacts: Eric Appiah
	Naa Luisa Nelson
	Rosalyn Ama Ampah
	Email:[e-mail]
	[e-mail]
	[e-mail]

SPONSORING BROKER &	Black Star Brokerage Limited
ARRANGER	The Rhombus, Plot 24 Tumu Avenue, Kanda Estates, Accra
	Tel: [phone]
	Fax: [phone]
	Contact: Nana Agyei Opoku-Agyemang
	George Addae
	Email:[e-mail]
	[e-mail]

LEGAL ADVISOR	JLD & MB Legal Consultancy
	23 Nortel Ababio Street Airport Residential Area, Accra
	P.O. Box 410
	Accra, Ghana
	Tel: [phone]/784298
	Contact: Zoë Phillips Takyi-Appiah
	Daniel Martey
	Email:[e-mail]
	[e-mail]

GEOLOGICAL CONSULTANT	SRK Explora�on Services Ltd
	12 St Andrews Crescent Cardiff CF10 3DD
	United Kingdom
	Tel: [phone]
	Email:obayley@srkexplora�on.com

REGISTRAR	Central Securi�es Depository (Gh) LTD
	4th Floor, Cedi House - Accra
	Tel: [phone]/ 689314
	Contact: Kwame Addai Boa-Amponsem
	Email:[e-mail]

REPORTING ACCOUNTANT	The SCG AUDITS (SCG Chartered Accountants)
	8th Floor, Advantage Place Mayor Road
	Ridge West - Accra
	Tel: [phone]
	Contact: Emile Vorgbe
	Email:[e-mail]

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3.0 DEFINITIONS

Unless inconsistent with the context or separately defined in this Prospectus, the following expressions used in this document shall have the following meanings ascribed to them in this Prospectus:

TERMDEFINITION

AIM	A sub-market of the London Stock Exchange.
Affiliates	In rela�on to a corporate body, means its subsidiary, its holding company, or any other
	subsidiary or holding company of its holding company.
Arranger / Transac�on	Black Star Brokerage Limited, which is ac�ng as the arranger in rela�on to this transac�on.
Advisor
Assore	Assore Interna�onal Holdings Limited.
ASX	Australian Securi�es Exchange Ltd (ASX Limited ABN 98 008 624 691).
ASX Lis�ng Rules	The official lis�ng rules of ASX.
AUD	Australian Dollars, the lawful currency of Australia.
Auditors	BDO Audit Pty Ltd (ABN 33 134 022 870).
Board	The Board of Directors of the Issuer.
BoG	The Bank of Ghana.
Cape Coast Lithium	The Issuer's lithium projects in Ghana, described in Sec�on 5.
Por�olio
CCLP Subsidiaries	Charger Minerals Singapore Pte Ltd, IronRidge Resources Singapore Pte Ltd and MODA
	Minerals Singapore Pte Ltd.
Companies Act	The Companies Act, 2019, (Act 992) of Ghana or any statutory re-modifica�on or re-
	enactment thereof.
Cons�tu�on	The Cons�tu�on of the Issuer.
CSD	The Central Securi�es Depository (Gh) LTD, a limited liability company duly incorporated
	under the laws of Ghana, or its nominee, opera�ng as a central securi�es depository where
	the Issuer's register of Shareholders is kept and all communica�ons between the Issuer
	and shareholders on the GSE are shared.
Development	In the context of a Decision to Mine, means the construc�on, supply, comple�on and
	commissioning of a commercial Mining and Treatment opera�on for extrac�on and
	processing of minerals, including the construc�on or supply of mining plant and a
	treatment plant, an ore pad and associated crushing systems, conveyors, stockpiles,
	loading systems, u�li�es, vehicles, offices, workshops, and all other facili�es, systems,
	plant, equipment and personnel required for the safe and efficient development, opera�on
	and rehabilita�on of the Mine in accordance with the mine plans, but does not include
	Mining or Treatment.
DFS	Defini�ve Feasibility Study.
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