Atlantic Lithium (ASX: A11) has entered a binding Scheme Implementation Deed for its acquisition by Zhejiang Huayou Cobalt.
The all-cash offer of US$0.25486 per share implies a fully diluted equity value of approximately US$210 million (about A$292 million).
Shareholders are being offered a premium of 26.6% to the last close of A$0.280 per share on 6 May 2026, and a 21.8% premium to the 30-day volume weighted average price of A$0.291 per share.
The binding deed is not subject to financing or due diligence conditions.
Unanimous Board Support
The Atlantic Lithium Board has unanimously recommended that shareholders vote in favour of the scheme, subject to an independent expert concluding that the acquisition is in the best interests of shareholders.
Furthermore, the company's largest shareholder, Assore, which holds approximately 26.4% of issued capital, has confirmed its intention to vote in favour.
Directors with relevant interests representing around 1.8% of issued shares also intend to vote for the scheme, subject to the same conditions.
For the scheme to pass, it requires 75% of votes cast and a majority by number at the scheme meeting.
Regulatory Hurdles and Timeline
The transaction remains subject to several conditions including approvals from the Australian Foreign Investment Review Board (FIRB), certain People's Republic of China (PRC) regulators, the Economic Community of West African States (ECOWAS) Regional Competition Authority, and the Ghana Revenue Authority for a private ruling.
Court approvals are also necessary.
An indicative timetable suggests the first court hearing will occur in October 2026, with the scheme meeting expected in November 2026.
The implementation and effective date for the deal are anticipated in December 2026.
Ewoyaa Project Development
This acquisition follows significant developments for Atlantic Lithium's Ewoyaa Lithium Project in Ghana.
The Parliament of Ghana officially ratified the Ewoyaa Mining Lease in March 2026, a key step in de-risking the project and moving towards its development.
Earlier that month, Atlantic Lithium also secured up to US$16.4 million in funding through a strategic Ghanaian investors round and a third placement with Long State Investments.
These funds were earmarked to advance Ewoyaa towards production.
Notably, in February 2026, the company had previously been in discussions regarding a conditional, non-binding takeover proposal, which later ceased without agreement.
Deal Certainty and Project Risk
The all-cash acquisition by Huayou Cobalt offers Atlantic Lithium shareholders a significant premium and a clear exit.
This move helps mitigate the standalone project financing and execution risks associated with developing a large-scale lithium project.
However, the transaction remains subject to a range of regulatory approvals across multiple jurisdictions, which introduces inherent timing and approval uncertainties.
