Nigerian Lithium Portfolio Acquisition Update
Released
Released
Announcement PDF
1 1
ASX Announcement 15 May 2026
Nigerian Lithium Portfolio Acquisition Update
HIGHLIGHTS
• Chariot Resources Ltd (ASX: CC9) has executed a third deed of variation with Continental
Lithium Limited, consolidating the Nigerian acquisition perimeter to include SSML 042553
for no additional acquisition consideration.
• SSML 042553 sits within the originally disclosed boundaries of EL 35506 in the Fonlo project
area and adds direct tenure over the principal area of the Company’s previously reported
geological focus.
• Continental has agreed to procure the conversion of SSML 042553 from a small-scale mining
lease into a mining lease prior to transfer to C&C Minerals Limited. Continental has also
agreed to procure the conversion of SSML 036039 and SSML 036058 (both at Saki) into
mining leases, providing C&C Minerals with longer-term tenure and expanded mining rights
at the Saki and Fonlo assets.
Chariot Resources Ltd (ASX: CC9) (“Chariot” or the “Company”) is pleased to provide an update on its
Nigerian lithium portfolio acquisition (the “Acquisition”) from Continental Lithium Limited
(“Continental”). Chariot and Continental have executed a third deed of variation (the “Third Variation
Deed”) to the binding share sale agreement dated 5 July 2025 (as previously varied, the “Share Sale
Agreement”), which consolidates the acquisition perimeter to include SSML 042553 (covering the
principal area of the Company's previously reported geological focus at Fonlo), introduces a conversion
of the small-scale mining licences in the portfolio into full mining leases ("ML") in advance of transfer
to C&C Minerals, and extends the end date for satisfaction of the conditions precedent under the Share
Sale Agreement to 5 May 2027 to provide time for the conversion process.
The portfolio to be acquired by C&C Minerals Limited (“C&C Minerals”), the joint venture company
owned 66.667% by Chariot and 33.333% by Continental, will now comprise 11 mineral titles (up from
10) covering approximately 257.1 km² of prospective ground across the Fonlo, Gbugbu, Iganna and
Saki project clusters in Kwara and Oyo States, Nigeria.
The Third Variation Deed
On 14 May 2026, Chariot and Continental executed the Third Variation Deed, which amends the Share
Sale Agreement as follows:
2
• Eleventh licence added: SSML 042553, held by Continental, has been included in the licences to be
acquired by C&C Minerals under the Share Sale Agreement. Continental has agreed to contribute
SSML 042553 to the transaction for no additional acquisition consideration.
• Conversion to mining leases: Continental has agreed to procure the conversion of each licence
currently held as a small-scale mining lease (SSML) into a mining lease (ML) in Continental’s name
prior to transfer to C&C Minerals. This obligation applies to SSML 042553, SSML 036039 and SSML
036058, the latter two of which were previously transferred to C&C Minerals in transactions that
are no longer effective due to a Nigerian government policy reserving small-scale mining leases to
Nigerians or Nigerian controlled entities.
• Extended timetable: The End Date for satisfaction of the conditions precedent under the Share
Sale Agreement has been extended from 5 August 2026 to 5 May 2027 to provide time for the
licence conversion process and the remaining steps to Settlement.
• Increased cost cap: The cost cap for licence-related transfer, conversion and regulatory costs
under the Share Sale Agreement has been increased from US$425,000 to US$925,000, reflecting
the regulatory costs of the SSML-to-ML conversions and the addition of SSML 042553 to the
package.
Other than as varied by the Third Variation Deed, the terms and conditions of the Share Sale
Agreement (as varied by the deed of variation dated 19 November 2025 and the deed of variation
dated 22 April 2026) remain in full force and effect.
SSML 042553 — Addition and Location
During completion planning and further title reconciliation work for the Fonlo project, Chariot and
Continental confirmed that Continental holds SSML 042553 within the broader Fonlo project area
associated with EL 35506. The original acquisition documents did not include SSML 042553.
SSML 042553 is a small-scale mining licence held by Continental, located in the Fonlo project area in
Kaiama Local Government Area, Kwara State. SSML 042553 lies within the previously disclosed
external boundary of EL 35506 (Fonlo — Main Licence) and the parties consider that SSML 042553
should have been captured by the transaction as originally documented. Please see Figure 1 for a map
of the SSML 042553 and EL 35506 licences.
SSML 042553 includes the principal area of geological focus at Fonlo on which Chariot has previously
reported field sampling results, including the spodumene-bearing pegmatites referred to in the
Company’s announcements of 10 July 2025, 14 October 2025, 4 December 2025 and 9 April 2026. As
a small-scale mining licence held by Continental, SSML 042553 is, and will remain, in Continental’s
name until the licence is converted into a mining lease and transferred to C&C Minerals in accordance
with the Third Variation Deed. The surrounding EL 35506 (which is held in the name of C&C Minerals)
does not confer rights over the SSML 042553 area.
Continental and Chariot have agreed that SSML 042553 should be added to the Acquisition so that
the perimeter of the transaction reflects the geological area on which the Company’s technical work
3
has been carried out. Continental has agreed to include SSML 042553 in the licences to be acquired
under the Share Sale Agreement for no additional acquisition consideration (with the licence
processing fees and statutory charges payable to the Nigerian government in respect of the
conversion and transfer being captured by the cost cap referred to below). The addition of SSML
042553 consolidates the full area covered by EL 35506 and SSML 042553 within the transaction
perimeter.
Figure 1: Map of the Fonlo Licences, showing SSML-042553 located adjacent to EL-35506.
Conversion of SSMLs to Mining Leases
Continental, Chariot and C&C Minerals are jointly working on the conversion of SSML 036039 (Saki)
and SSML 036058 (Saki) which were previously transferred to C&C Minerals. These transfers have
been cancelled further to a Nigerian government policy reserving small-scale mining leases to
Nigerians or Nigerian controlled entities. The applicable Nigerian mining law permits Nigerian
incorporated entities to hold small-scale mining leases without expressly distinguishing based on
4
foreign ownership. However, current regulatory policy and practice appear to favour the holding of
SSMLs by Nigerian-controlled entities, which may present approval or transferability considerations
for entities such as C&C Minerals. The Third Variation Deed extends to SSMLs 036039 and 036058 the
same conversion to mining lease and subsequent transfer pathway as the newly added SSML 042553,
addressing the policy position above. The conversions will be effected in Continental’s name, with the
transfer of the resulting mining leases to C&C Minerals to occur after conversion. Mining leases are
not subject to the same policy considerations as SSMLs.
The grant of a mining lease is at the discretion of the Mining Cadastre Office of Nigeria (MCO) and
requires the relevant tenement to satisfy applicable technical, operational, financial and regulatory
requirements under the applicable Nigerian mining laws and associated regulations (including
demonstration of a commercial quantity of mineral resources, applicant eligibility, and the
engagement of suitably qualified mining personnel). The Company is not aware of any matter that
would prevent the conversions from being granted, and Continental and C&C Minerals are working
with their Nigerian advisers to satisfy the applicable requirements. As with any regulatory approval
process, there is a risk that the conversion of one or more of the SSMLs may be delayed or refused. If
a conversion is refused in respect of a particular SSML, C&C Minerals will not, on completion of the
Acquisition, acquire a mining lease in respect of that licence area, and Chariot will assess the position
at that time. Chariot will keep shareholders informed of material developments as the conversion
process progresses.
Conversion from SSML to ML is expected to result in a stronger long-term tenure position for the
project on completion of the Acquisition. Mining leases are granted under the Nigerian Minerals and
Mining Act 2007 for an initial term of up to 25 years (renewable), compared with the shorter, 5-year
initial term of an SSML. ML status also confers a fuller suite of commercial mining rights. As a result of
these conversions, on completion of the Acquisition, C&C Minerals is expected to hold a portfolio of
mining leases (rather than SSMLs) over the relevant project areas that confer broader rights than
SSMLs.
End Date Extension
The End Date by which the conditions precedent under the Share Sale Agreement must be satisfied
has been extended to 5 May 2027. The extension provides for:
• the additional administrative time required by the MCO to process the conversion of SSML
042553, SSML 036039 and SSML 036058 from small-scale mining leases into mining leases in
Continental’s name, and the subsequent transfer of those mining leases to C&C Minerals;
• the completion of the transfer and reissue of the remaining exploration licences at Iganna and
Saki not currently held in the name of C&C Minerals; and
• the satisfaction or waiver of the remaining customary conditions precedent under the Share Sale
Agreement, including Chariot shareholder re-approval of the issue of the consideration shares to
Continental.
5
Increased Cost Cap
Under the Share Sale Agreement, Chariot has agreed to bear the licence transfer, conversion and
regulatory costs properly and reasonably incurred by Continental in connection with the Acquisition,
up to a maximum aggregate amount which has been increased from US$425,000 to US$925,000
under the Third Variation Deed. The increase principally reflects the additional regulatory fees and
statutory charges associated with converting three small-scale mining licences into mining leases, the
previous revocation and reissue of EL 35506 in the name of C&C Minerals, and the broader 11-licence
acquisition portfolio. The additional capital deployed represents Chariot’s continued commitment to
the Acquisition and to placing C&C Minerals on the strongest possible regulatory footing at
settlement.
Portfolio Snapshot — Post-Settlement
On completion of the Acquisition, C&C Minerals is expected to hold the following 11 mineral titles:
Project Licence Type (post-conversion)
Area
(km2
) Location (LGA) State
Fonlo — Main EL 35506 Exploration Licence 10.6 Kaiama Kwara
Fonlo — Main SSML 042553 →
ML
Mining Lease on conversion 3.0 Kaiama Kwara
Fonlo —
Secondary
EL 40486 Exploration Licence 42.2 Kaiama Kwara
Gbugbu — Main EL 37243 Exploration Licence 39.0 Edu/Ifelodun Kwara
Gbugbu —
Secondary
EL 38574 Exploration Licence 41.2 Edu/Ifelodun Kwara
Iganna EL 35516 Exploration Licence 23.8 Iwajowa Oyo
Saki EL 38148 Exploration Licence 24.1 Baruten Kwara
Saki EL 36062 Exploration Licence 35.6 Baruten Kwara
Saki EL 36480 Exploration Licence 31.6 Baruten / Saki
West
Kwara /
Oyo
Saki SSML 036039 →
ML
Mining Lease on conversion 3.0 Baruten / Saki
West
Kwara /
Oyo
Saki SSML 036058 →
ML
Mining Lease on conversion 3.0 Baruten Kwara
Total 257.1
Next Steps
Chariot’s near-term workstreams include working with Continental to achieve the satisfaction of the
principal outstanding conditions precedent in the Share Sale Agreement, which are:
• the conversion of SSML 042553, SSML 036039 and SSML 036058 into mining leases and the
subsequent issuance/transfer of those mining leases to C&C Minerals;
6
• advancing the transfer of the exploration licences at Iganna and Saki, not currently held in the
name of C&C Minerals;
• Chariot shareholder re-approval of the issue of 24,000,000 consideration shares to Continental at
the meeting scheduled for 29 May 2026; and
• the satisfaction or waiver of all remaining regulatory, third-party consent and customary closing
conditions under the Share Sale Agreement.
Chariot will continue to keep shareholders informed of material developments as the mining lease
conversions and remaining licence transfers progress.
This announcement has been authorised for release by the Board of Directors of Chariot Resources
Ltd.
Shanthar Pathmanathan
Executive Chairman & Managing Director
Chariot Resources Ltd
Important Notice
Statements in this announcement are made only as of the date of this announcement unless
otherwise stated and the information in this announcement remains subject to change without notice.
To the maximum extent permitted by law, neither Chariot nor any of its affiliates, related bodies
corporate, their respective officers, directors, employees, advisors and agents or any other person
accepts any liability as to or in relation to the accuracy or completeness of the information,
statements, opinions or matters (express or implied) arising out of, contained in or derived from this
announcement or any omission from this announcement or of any other written or oral information
or opinions provided now or in the future to any person.
This announcement may contain some references to forecasts, estimates, assumptions and other
forward-looking statements. Although the Company believes that its expectations, estimates and
projected outcomes are based on reasonable assumptions, it can give no assurance that they will be
achieved.
7
About Chariot
Chariot Resources Limited is a mineral exploration company focused on discovering and developing
high-grade and near surface lithium opportunities located in the United States and Nigeria. In addition
to the recently announced acquisition of a Nigerian lithium portfolio (which has yet to close), Chariot
holds two core projects in the United States.
Chariot’s two core U.S. projects comprise the Black Mountain Project (which is prospective for hard
rock lithium) in Wyoming, USA and the Resurgent Project (which is prospective for claystone lithium)
in Nevada and Oregon, USA.
The soon-to-be-acquired (66.667% interest) Nigerian portfolio of hard-rock lithium assets consists of
four project clusters (Fonlo, Gbugbu, Iganna, and Saki) in the Oyo and Kwara states which cover
approximately 254 square kilometers and are comprised of 8 exploration licences and 3 small-scale
mining leases (proposed to be converted to mining leases prior to settlement). These assets represent
one of the largest portfolios of lithium assets in the country and have a history of significant artisanal
lithium mining.
Chariot also holds an interest in two hard rock lithium exploration pipeline projects located in
Wyoming, USA, the Copper Mountain Project and the Tin Cup Project.
In addition, Chariot holds a portfolio interest in certain properties prospective for claystone hosted
lithium located in the State of Nevada in the United States through its interest in Mustang Lithium LLC.
Share your feedback
Discover