Atlantic Lithium Ltd., the African-focused lithium exploration and development company targeting to deliver Ghana’s first lithium mine, announces that on 7 November 2023, the Company’s major shareholder Assore International Holdings Ltd. presented a conditional and non-binding offer (“NBIO”) to acquire all of the shares in the Company that it does not already own, pursuant to a scheme of arrangement, at an offer price of £0.33 per share (A$0.63).
Following careful consideration, the NBIO was rejected by the Atlantic Lithium independent board committee, which was established to consider the approach from Assore. The NBIO follows an earlier approach from Assore on 2 October 2023 at an identical offer price of £0.33 per share (A$0.63; “Prior NBIO”), that was similarly rejected by the Atlantic IBC.
Shareholders of the Company do not need to take any action in respect of the NBIO or the Prior NBIO.
Rejected offer not considered to be in the best interests of Shareholders
The Atlantic IBC and its advisers gave careful consideration to both the NBIO and Prior NBIO, and determined in each instance that it undervalued Atlantic Lithium and, therefore, was not in the best interests of shareholders, having regard to the near-term producer status of the project, the status of the pending investment from the Minerals Income Investment Fund and the positive near-term outlook for lithium project developers.
Conditions of the rejected NBIOs
The NBIO and Prior NBIO were both subject to a number of conditions before they would become binding, including the Atlantic Lithium board unanimously recommending the offer, providing exclusive due diligence to Assore’s satisfaction, Foreign Investment Review Board approval and entry into a definitive and mutually acceptable scheme implementation agreement.
Market cleansing
In order for the Company to cleanse the market ahead of a proposed issue of equity interests to the Minerals Income Investment Fund, as well as other potential equity issues to satisfy existing employee performance plans, Atlantic Lithium is making this announcement to provide details of the approaches received and rejected by the Atlantic IBC. Atlantic Lithium advises that the relationship with Assore remains supportive and constructive.
There is no certainty that a further proposal will be received (from Assore or any other third party) and shareholders are cautioned not to place undue reliance upon such a proposal emerging. The Company remains focused on progressing its activities to maximise value for all shareholders.
The Company will continue to keep the market informed of any material developments in accordance with its continuous disclosure requirements.
The Atlantic IBC appointed Canaccord Genuity Limited (Australia and UK) as its financial adviser and HopgoodGanim Lawyers as its legal adviser.
“Assore, a major African mining company, has been a leading investor and key contributor to the Company’s success since its listing in London in 2015. We look forward to maintaining our strong relationship with Assore as we progress Ewoyaa towards production.” Neil Herbert, Executive Chairman of Atlantic Lithium
