Atlantic Lithium Wins FIRB Clearance Clearing Path to Huayou Takeover Vote
Key Takeaways
- The Australian Government has formally raised no objection to Huayou's acquisition of Atlantic Lithium under the Foreign Acquisitions and Takeovers Act 1975, satisfying the FIRB condition precedent under clause 3.1(a) of the Scheme Implementation Deed.
- The Scheme Implementation Deed between Atlantic Lithium and Zhejiang Huayou Cobalt Co., Ltd was signed on 7 May 2026, with implementation targeted for December 2026 subject to remaining conditions being satisfied or waived.
- The Atlantic Lithium Board unanimously recommends shareholders vote in favour of the Scheme, with each director intending to vote their own shares accordingly, absent a superior proposal.
- The Scheme Booklet — including the independent expert's report and full Board recommendation rationale — is expected to be dispatched to shareholders in October 2026, triggering the formal shareholder decision window.
- Atlantic Lithium's flagship Ewoyaa Lithium Project in Ghana holds a ratified Mining Lease (March 2026), EPA Permit, Mine Operating Permit, and a completed Definitive Feasibility Study, underpinning the strategic value Huayou is acquiring.
FIRB green light clears major hurdle for Huayou’s acquisition of Atlantic Lithium
Atlantic Lithium has received Foreign Investment Review Board (FIRB) approval for the proposed acquisition of the company by Zhejiang Huayou Cobalt Co., Ltd, clearing a critical regulatory condition in the scheme of arrangement process. The Australian Commonwealth Government has formally raised no objection to the Scheme, with written notification delivered to Huayou by Australian Treasury under section 75 of the Foreign Acquisitions and Takeovers Act 1975 (Cth).
The approval satisfies the condition precedent under clause 3.1(a) of the Scheme Implementation Deed (SID) signed between Atlantic Lithium and Huayou on 7 May 2026. The acquisition, if completed, would be effected by Huayou, or a wholly owned subsidiary nominee of Huayou, by way of an Australian scheme of arrangement.
The announcement was released on 17 September 2026 and authorised by Amanda Harsas, Finance Director and Company Secretary of Atlantic Lithium.
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What is a scheme of arrangement and why does FIRB matter?
A scheme of arrangement is a court-supervised process under which a company can be acquired. Rather than a bidder purchasing shares directly on market, the scheme puts the proposal to shareholders at a formal meeting. If the requisite majority of shareholders vote in favour, and the court subsequently approves the scheme, all shares transfer to the acquirer and the target company is delisted. It is a structured, regulated pathway designed to give shareholders a clear say in the outcome.
FIRB (the Foreign Investment Review Board) is Australia’s foreign investment screening body. It reviews proposed acquisitions of Australian companies or assets by foreign entities to assess whether they are contrary to the national interest. Its approval is not optional — without FIRB clearance, any inbound foreign acquisition of an Australian company cannot legally proceed.
In this context, FIRB clearance was a mandatory condition precedent. With it now satisfied, that particular gate has been cleared and the Scheme can progress to its remaining steps. It is a material milestone, even if it does not guarantee the Scheme will ultimately complete.
Board stands firm: unanimous recommendation to vote in favour
The Atlantic Lithium Board continues to unanimously recommend that shareholders vote in favour of the Scheme. Two qualifications attach to that recommendation: it is made in the absence of a superior proposal, and it is subject to the independent expert concluding (and continuing to conclude) that the Scheme is in the best interests of Atlantic Lithium shareholders.
Under those same qualifications, each member of the Atlantic Lithium Board intends to vote all Atlantic Lithium shares held or controlled by them in favour of the Scheme.
The Scheme Booklet, expected in October 2026, will include the full reasons for the Board’s unanimous recommendation alongside an independent expert’s report. Shareholders are encouraged to read the Scheme Booklet in full before deciding how to vote.
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What happens next: the path to December implementation
FIRB approval is a significant step forward, but the Scheme is not yet done. A number of other conditions precedent must still be satisfied or waived before implementation can occur. These include other regulatory approvals, approval by the requisite majority of Atlantic Lithium shareholders at the Scheme Meeting, and approval by the Supreme Court of Western Australia. Further detail on the remaining conditions will be set out in the Scheme Booklet.
The indicative timetable is as follows:
| Milestone | Expected Timing | Notes |
|---|---|---|
| Scheme Booklet despatched to shareholders | October 2026 | Subject to Court approval; will include independent expert’s report and Board recommendation rationale |
| Scheme Meeting — shareholders vote on the Scheme | November 2026 | Requisite majority of shareholders must vote in favour |
| Supreme Court of Western Australia approval | Not specified | Court sanction required following shareholder approval |
| Implementation of the Scheme | December 2026 | Subject to satisfaction or waiver of all remaining conditions precedent |
Atlantic Lithium explicitly encourages shareholders to read the Scheme Booklet in full when it is made available before deciding how to vote. The Booklet will contain an indicative timetable with further detail beyond what has been disclosed at this stage.
For broader context on what is at stake, Atlantic Lithium’s flagship asset is the Ewoyaa Lithium Project in Ghana, a lithium spodumene pegmatite discovery the company describes as targeting the delivery of Ghana’s first lithium mine. The Mining Lease for the project was ratified by the Parliament of Ghana in March 2026. The project was also granted an Environmental Protection Authority (EPA) Permit in September 2024, a Mine Operating Permit in October 2024, and a Definitive Feasibility Study (DFS) was published in July 2023. A DFS is a detailed engineering and financial study that assesses whether a mining project is viable to develop commercially.
Atlantic Lithium’s spodumene discovery in Côte d’Ivoire adds a second country of exposure to the company’s exploration portfolio, sitting alongside the flagship Ewoyaa project as Huayou’s acquisition moves toward its December implementation window.
The next material event for shareholders to watch is the dispatch of the Scheme Booklet, expected in October 2026, which will mark the beginning of the formal shareholder decision window.
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