CTL Cleantech Lithium Plc

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF REGULATION (EU) 596/2014 AS IT FORMS PART OF DOMESTIC LAW IN THE UNITED KINGDOM BY VIRTUE OF THE EU (WITHDRAWAL) ACT 2018 ("MAR").

11 February 2025

CleanTech Lithium PLC

("CleanTech" or "CTL" or the "Company") 

Results of Placing, Issue of Equity and TVR

CleanTech Lithium PLC ("CTL", "CleanTech Lithium" or the "Company"), an exploration and development company advancing lithium projects in Chile for the clean energy transition, is pleased to announce the results of the Placing announced on 10 February 2025 (the "Launch Announcement").

Results of the Placing

The Placing has conditionally raised gross proceeds of £2.4 million through the issue of 15,000,000 new ordinary shares ("Placing Shares") at an Issue Price of 16 pence per share. The Placing Shares represent approximately 15.2 per cent. of the Company's enlarged ordinary share capital following the admission of the Placing Shares to trading on AIM.   As part of the Placing, the Placing Shares will carry a warrant entitlement of one warrant for every Placing Share. Each Warrant grants the holder the right to subscribe for one new Ordinary Share at a price of 11p, being approximately 31% per cent. below the Issue Price, at any time from one year after the date of First Admission until up to and including the date which is 4 years from the date of First Admission ("Warrants"). The majority of the Placing Shares were placed with current institutional shareholders showing strong support from existing shareholders from Asia, Australia, Europe and the UK.

The Board plans to apply the net proceeds raised toward progressing the capital programmes which are critical path for the award of the CEOL at Laguna Verde, to complete the Laguna Verde Pre-Feasibility Study ("PFS"), to fund the listing on the ASX through to completion, enhancing market visibility and access to a broader investor base, to complete the first stage DLE pilot plant conversion process and produce substantial quantities of battery grade lithium carbonate to introduce to potential off-takers and strategic partners, and for general working capital requirements.

Broker Option

In addition to the Placing, the Company has granted a Broker Option to Fox-Davies pursuant to the Placing Agreement in order to enable Fox-Davies to deal with any additional demand in the event that requests to participate in the Placing are received during the period from the date of the publication of this announcement until 5.00 p.m. on 25 February 2025 from Relevant Persons (as defined in Appendix 1 to the Launch Announcement). The primary purpose of the Broker Option is to deal with demand from those investors who did not participate in the Placing. The Broker Option is exercisable by Fox-Davies up until 5.00 p.m. on 25 February 2025 and is subject to the terms and conditions set out in Appendix 1 to the Launch Announcement.

Any Broker Option Shares and Warrants issued pursuant to the exercise of the Broker Option will be issued on the same terms and conditions as the Placing Shares and Warrants, which are set out in Appendix 1 to the Launch Announcement, and will comprise up to 12,500,000 new Ordinary Shares. Further details of the Broker Option are available in the Launch Announcement.

Steve Kesler, Executive Chairman, CleanTech Lithium Plc, commented: "Thank you to all the investors that have supported CleanTech Lithium in the latest Placing. We are delighted to see the return of existing shareholders and welcome new shareholders who have shown, despite difficult market conditions, their confidence in the Company as we develop responsibly sourced lithium in Chile via Direct Lithium Extraction.

The new funds will be focused on progressing toward the award of a CEOL at the Laguna Verde project, complete the Laguna Verde PFS, and on producing battery-grade lithium carbonate for potential strategic partners as well as maintaining our active engagement with indigenous communities whilst we pursue the dual listing in Australia in the coming weeks."

Related Party

As a part of the Placing and on the same terms as all other Places, Regal Funds¹, which is currently interested in approximately 14 per cent. of the Company's issued share capital and therefore a Related Party under the AIM Rules, has agreed to subscribe for approximately £100,000. As such, Regal Funds participation is a Related Party Transaction for the purposes of Rule 13 of the AIM Rules.  Accordingly, the Directors of the Company, all independent, consider, having consulted with Beaumont Cornish Limited, the Company's Nominated Adviser, that the terms of the subscription by Regal Funds are fair and reasonable insofar as the Company's shareholders are concerned. 

¹Regal Funds comprising Regal Funds Management Pty Limited and its associates (including Regal Partners Limited, of which Regal Funds Management Pty Limited is a wholly owned subsidiary) which act as trustee and investment advisor for certain funds

Issue and Allotment of Shares to ex-Director

The Company confirms it will issue 211,228 new ordinary shares ("Settlement Shares") at an average price of 20.97 pence per share in the Company to Aldo Boitano in settlement of fees accrued by him in his role as consultant to the Company since September 2024.  Since stepping down from the role of CleanTech CEO and as a director in April 2024, Dr Boitano has provided ongoing consultancy services to support the Company's CEOL application and to support its relationship with certain local communities. 

The issue of the Settlement Shares is at a premium of approximately 29% to the closing mid-market price on 10 February 2025.

Admission and Trading

The Placing remains conditional on the Placing Shares being admitted to trading on AIM.  Application has been made for 15,000,000 Placing Shares and 211,228 Settlement Shares to be admitted to trading on AIM (the "Admission"). It is expected that Admission will become effective and trading in the Placing Shares and the Settlement Shares will commence at 8.00 a.m. on 14 February 2025.

Total voting rights

Following the issue and allotment of the Placing Shares and the Settlement Shares, the Company will have a total of 99,446,901 Ordinary Shares in issue. The Company does not hold any Ordinary Shares in treasury and accordingly the total number of voting rights in the Company will be 99,446,901.

With effect from Admission, this figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in the Company, under the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority.

Words and expressions defined in the Launch Announcement shall have the same meaning in this announcement.

Important Notice

This announcement includes "forward-looking statements" which include all statements other than statements of historical fact, including, without limitation, those regarding the Company's financial position, business strategy, plans and objectives of management for future operations, or any statements preceded by, followed by or that include the words "targets", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "would", "could" or similar expressions or negatives thereof. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond the Company's control that could cause the actual results, performance or achievements of the Group to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding the Company's present and future business strategies and the environment in which the Company will operate in the future. These forward-looking statements speak only as at the date of this document. The Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company's expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based unless required to do so by applicable law or the AIM Rules.

Nothing contained herein shall be deemed to be a forecast, projection or estimate of the future financial performance of the Company or any other person following the implementation of the Placing or otherwise.

The price of shares and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of the shares. Past performance is no guide to future performance and persons who require advice should consult an independent financial adviser.

The distribution of this announcement and the offering of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company or the Bookrunner that would permit an offering of such shares or possession or distribution of this announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by the Company and the Bookrunner to inform themselves about, and to observe, any such restrictions.

This announcement is not for release, publication or distribution, in whole or in part, directly or indirectly, in or into Australia, Canada, Japan or the Republic of South Africa or any jurisdiction into which the publication or distribution would be unlawful. This announcement is for information purposes only and does not constitute an offer to sell or issue or the solicitation of an offer to buy or acquire shares in the capital of the Company in  Australia, Canada, Japan, New Zealand, the Republic of South Africa or any jurisdiction in which such offer or solicitation would be unlawful or require preparation of any prospectus or other offer documentation or would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction. 

This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America.  This announcement is not an offer of securities for sale into the United States.  The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration.  No public offering of securities is being made in the United States.

Fox-Davies Capital Limited is authorised and regulated by the FCA in the United Kingdom and is acting as Bookrunner for the Company and no one else in connection with the Placing and will not be responsible to anyone (including any Places) other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing or any other matters referred to in this announcement.

Beaumont Cornish Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as nominated adviser to the Company in relation to the Placing and is not acting for any other persons in relation to the Placing. Beaumont Cornish Limited is acting exclusively for the Company and for no one else in relation to the matters described in this announcement and is not advising any other person and accordingly will not be responsible to anyone other than the Company for providing the protections afforded to clients of Beaumont Cornish Limited, or for providing advice in relation to the contents of this announcement or any matter referred to in it.