REG - CleanTech Lithium - Final Results
12/06/2025 11:00
For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20250612:nRSL4864Ma&default-theme=true
RNS Number : 4864M CleanTech Lithium PLC 12 June 2025
12 June 2025
CleanTech Lithium PLC
("CleanTech", "CTL" or the "Company")
Final Results 2024
CleanTech Lithium PLC (AIM:CTL), an exploration and development company
advancing lithium projects in Chile, is pleased to announce its audited Final
Results for the twelve months to 31 December 2024.
Highlights:
Operational Key Points:
· Health & Safety: Zero-harm safety culture focused on continuous
improvement to achieve an injury free and healthy work environment - again no
LTIs, major incidents or near misses in the year.
· Laguna Verde JORC resource update: A total resource was declared of
1.63 million tonnes of Lithium Carbonate Equivalent (LCE), including 0.81
million tonnes in the Measured and Indicated category, based on the area in
the application for a Special Operating Contract for Lithium (CEOL).
· CEOL submission: Post-period end, in January 2025 the Company
submitted its application for a Special Lithium Operation Contract ("CEOL")
for the Company's flagship asset, Laguna Verde. Towards the end of April 2025,
the Chilean government announced the CEOL application for Laguna Verde had not
been admitted into the streamlined process. CleanTech has formally submitted
an appeal which as at the date of this announcement the Government is
reviewing. In the event the appeal is not successful, CleanTech has the option
to enter the public tender process, details of which will be announced soon.
The Company will update the market as and when it has any further information.
· Local communities: CEOL application was supported by three letters of
support from the local indigenous communities with which the Company has
co-signed agreements to support CEOL and EIA process.
· Ongoing drilling programme at Laguna Verde: In 2024 two wells
completed, LV7 and LV11, results of which fed into the resource update and
Pre-Feasibility Study (PFS). Further drilling planned when further funding is
secured.
· Laguna Verde PFS: Well-advanced and will now be finalised once CEOL
process and associated resource area is determined. The PFS is led by
internationally recognised engineering consultancy, Worley.
· Exploration assets: Retained licences at Arenas Blancas (Salar de
Atacama) for potential exploration in the future at the world's largest
lithium brine basin. Decided to relinquish Llamara licences following
suboptimal results and to prioritise the Laguna Verde project.
· Direct Lithium Extraction (DLE) Pilot Plant: Operated the plant
after commissioning in Q1 2024, producing high purity lithium carbonate at
99.78% grade. The entire process from brine extraction to final lithium
product has now been proven. Current focus on scaling production for sharing
with strategic partners.
· DLE Inauguration Event: Held an opening event in May 2024 with
local communities and government officials at the DLE Pilot Plant in Copiapó
to engage, educate and establish partnerships.
· Maintained Co-Developed Mining Model: For lithium extraction signed
with Ercilia Araya Altamirano, Ancestral Authority of the Colla Pai-Ote
community, and representatives from the Río Jorquera and Pastos Grandes
communities.
· Management & Staff: including directors, 15 fulltime
employees and / or long-term contractors across the Group at the end of
2024.
Corporate Key Points:
· Funding: Raised the equivalent of approximately £4.6 million in
the calendar year 2024 in two separate fund raises; c. £2.1 million in Loan
Notes from four shareholders in late June 2024 and a £2.5 million placing in
October 2024.
· ASX Listing: Pursuing a dual-listing to expand resource focused
investor base, administrative process well-advanced. Timing will now be linked
to the outcome of the CEOL application and results of PFS.
· OTCQX Listing: De-listed from the OTCQX at end-2024 due to low
trading volumes and to minimise associated cost.
· Sustainability Reporting: Progressing the Company's first
sustainability report, scheduled to be released in 2025. Led by the ESG
committee and will outline the Company's approach to non-financial risks to
ensure long-term resilience.
· Signatory of UN Global Compact: Continue the Company's commitment
to the Ten Principles of the United Nations Global Compact on human rights,
labour, environment and anti-corruption.
· Local University partnership: CleanTech loaned its DLE carousel and
equipment to Universidad de Atacama to support students to develop technical
skills and help secure a future workforce for Chile's growing lithium
industry.
· Laguna Verde Vendor Payment: The US$1.25 million payment due in Q4
2024 was deferred by agreement with the vendors until completion of the ASX
listing. If the listing is further delayed, the Company will explore
alternative payment options.
· Cash Position: £0.13 million at year-end 2024 with Placing of £2.4
million being announced in February 2025, supported mainly by current
shareholders.
Ignacio Mehech, Chief Executive Officer, CleanTech Lithium PLC, said:
"I'm very impressed by how much CleanTech has advanced the Laguna Verde
project despite challenging lithium market conditions to navigate. The past 12
months has seen significant milestones being achieved including the
commissioning and operation of our DLE pilot plant and the production of
lithium carbonate, proving the entire process from brine to lithium product.
Our priorities remain clear; complete the PFS at Laguna Verde, scale the
production of battery-grade lithium from our DLE based projects and continue
to work with the Chilean Government for the granting of a CEOL before
recommencing the process to dual-list on the ASX. The coming months ahead
bring major value drivers and why I'm excited to keep this momentum going as I
take on the responsibilities of CEO, keeping CleanTech on track to be a front
runner in Chile for advancing Direct Lithium Extraction to responsibly produce
lithium for the growing demand for batteries."
A full version of the audited annual report and accounts will shortly be
available on the Company's website, accessible via the link and with extracts
set out below: https://ctlithium.com/investors/latest-presentation-report/
For further information contact:
CleanTech Lithium PLC Jersey office: +44 (0) 1534 668 321
Gordon Stein/Nick Baxter Chile office: +562-32239222
Or via Celicourt
Beaumont Cornish Limited (Nominated Adviser) +44 (0) 207 628 3396
Roland Cornish / Asia Szusciak
Canaccord Genuity (Joint Broker) +44 (0) 207 523 4680
James Asensio
Fox-Davies Capital Limited (Joint Broker) +44 (0) 20 3884 8450
Daniel Fox-Davies daniel@fox-davies.com
The information communicated within this announcement is deemed to constitute
inside information as stipulated under the Market Abuse Regulations (EU) No
596/2014 which is part of UK law by virtue of the European Union (Withdrawal)
Act 2018. Upon publication of this announcement, this inside information is
now considered to be in the public domain. The person who arranged for the
release of this announcement on behalf of the Company was Gordon Stein,
Director and CFO.
Beaumont Cornish Limited ("Beaumont Cornish") is the Company's Nominated
Adviser and is authorised and regulated by the FCA. Beaumont Cornish's
responsibilities as the Company's Nominated Adviser, including a
responsibility to advise and guide the Company on its responsibilities under
the AIM Rules for Companies and AIM Rules for Nominated Advisers, are owed
solely to the London Stock Exchange. Beaumont Cornish is not acting for and
will not be responsible to any other persons for providing protections
afforded to customers of Beaumont Cornish nor for advising them in relation to
the proposed arrangements described in this announcement or any matter
referred to in it.
Extracts from the audited Annual Report and Accounts for the year ended 31
December 2024
Chairman's Statement
Positioning CleanTech Lithium for Long-Term Growth
I am pleased to present this annual report at a transformational time for
CleanTech Lithium. Over the past year, we have achieved significant milestones
at our flagship project, Laguna Verde, which reinforces our position as a key
player in the future of sustainable lithium supply from Chile. Despite
short-term market volatility the long-term outlook for lithium remains strong
and is underpinned by the accelerating energy transition through electric
vehicle (EV) demand, battery energy storage systems (BESS) for renewable
energy and in use of AI and data centres. Our focus remains on advancing the
Laguna Verde project, scaling battery-grade lithium carbonate, expediate
regulatory approvals, and securing ASX listing to enhance our global market
presence.
That we have worked this past year without experiencing a work injury and have
made good advances in our sustainability management programmes are noteworthy.
Strengthening Our Resource Base: Laguna Verde Update
A major highlight over the past 12 months was the updated JORC-compliant
resource estimate for Laguna Verde, reaffirming the project's significant
potential. A total resource was declared of 1.63 million tonnes of LCE,
including 0.81 million tonnes in the Measured and Indicated category, based on
the area in the application for a CEOL. This resource update provides a robust
foundation as we advance our PFS which is well-advanced and will be finalised
once the CEOL application and associated resource area is determined.
In mid-January, we submitted our CEOL application for Laguna Verde, which has
been declared by Government as a priority project for development, marking a
critical step toward securing long-term production rights. Supporting our
application are letters from the local indigenous communities with which we
have co-signed agreements. Securing their support and trust in the Company is
paramount to the long-term success of the projects, regional economic
development and social licence to operate. Chile's evolving lithium regulatory
framework presents opportunities for sustainable lithium extraction, and we
are working closely with stakeholders to ensure CleanTech Lithium remains a
leader in this space.
The Chilean Government acknowledged receipt of our CEOL application, a
detailed submission covering technical, financial, and licensing aspects. On
22(nd) April 2025, we were informed that the application had not been accepted
into the streamlined procedure to enter direct discussions with the
Government. We formally appealed within the five-day window, as we believe we
meet the criteria under the National Lithium Strategy and will update the
market accordingly. If unsuccessful, we will pursue the upcoming public tender
process details of which are expected to be publicised soon. Given our strong
licence position at Laguna Verde, we are confident we will be preferably
positioned in that process. Only one CEOL will be granted per prioritised
salar, enabling commercial lithium extraction.
Exploration Upside: Viento Andino and Salar de Atacama
Our second project Francisco Basin has been renamed Viento Andino. The project
is located to the south of the Nevada Tres Cruces national park which includes
the Laguna del Negro Francisco. In March 2024, as part of the National Lithium
Strategy, the Chilean Government further clarified that national parks would
be protected from lithium development. The change in name to Viento Andino was
made to remove any doubt as to which area the project covers and underlining
that all previous exploration programmes and planned works are undertaken
outside of the protected area and additionally applying a buffer zone.
Licences were also acquired on the periphery of the Salar de Atacama which has
the highest lithium grades in the world and the world´s largest lithium brine
operations. These licences are called the Arenas Blancas project and allow us
to advance exploration and leverage our expertise in DLE in Chile's most
prolific lithium-producing region.
Following a review of the exploration data at the Llamara project it was
decided to concentrate our financial resources on the other projects and
discontinue work at Llamara. The licences at Llamara are to be let go and the
Company has subsequently impaired the historical costs for Llamara in our 2024
Financial Accounts, refer Note 12 to the Financial Statements.
Pursuing ASX Listing to Broaden Market Access
Expanding our access to global investors remains a core priority, and our
planned dual listing on the ASX is being actively progressed. The ASX is home
to a sophisticated natural resources and lithium investment market, and the
Board expects that this listing will enhance liquidity, attract new
institutional investors, and position CleanTech Lithium for long-term growth.
The Board remains committed to ensuring a smooth and successful listing
process. Timings of the planned listing is dependent on the outcome of the
CEOL application and results of the PFS.
Appointment of new CEO
Although Tony Esplin was announced as CEO designate in November 2024, due to
personal reasons he decided not to take up the role. His appointment was in
part conditional on the Company's ASX listing, now expected once the CEOL
application has progressed and results of the PFS are finalised. CleanTech
secured the appointment of Ignacio Mehech as CEO and Board director on 10(th)
April 2025. This has allowed me to step down as interim CEO and hand over to
Ignacio.
I will continue to fulfil the role as Executive Chairman, with the intention
to transition to Non-Executive Chairman at the appropriate time. Meanwhile,
I look forward to working with Ignacio, whose extensive experience includes
leadership at Albemarle, a leading battery-grade lithium producer. His
background in Chile's mining sector, government relations, and community
engagement will be invaluable as we advance our sustainable lithium projects.
Delivering High-Grade Lithium Carbonate at Scale
One of our key objectives is scaling the delivery of battery-grade lithium
carbonate for testing and validation by strategic partners and potential
off-takers. This will be a critical step in demonstrating the commercial
viability of our product and securing long-term agreements with battery and
automotive manufacturers. The ability to produce high-purity lithium carbonate
is central to our strategy, and we are making excellent progress on this front
having recently produced a first sample of 99.78% purity of lithium carbonate
from our pilot plant. This is well above the Chinese battery grade standard of
99.6%. I must thank our partners Conductive Energy and Forward Water
Technologies and the CleanTech Lithium team for producing these significant
results. We will now look to scale up the process to deliver larger
quantities of battery grade lithium carbonate for product testing by potential
strategic or offtake partners in the coming months.
A Sustainable Vision for the Future
The lithium market's long-term fundamentals remain robust, driven by global
electrification and decarbonisation efforts. CleanTech Lithium is at the
forefront of this transformation in Chile, with a strong resource base,
innovative DLE technology to be powered by renewable energy, and a commitment
to responsible development.
As we move forward, our priorities remain clear:
· Advancing Laguna Verde through PFS completion into Definitive
Feasibility Study
· Securing the Special Lithium Operating Contract (CEOL) from the
Government
· Maintain our proactive engagement with local indigenous
communities and local stakeholders
· Delivering high-grade lithium carbonate samples to potential
off-takers and strategic partners
· Bringing a strategic partner into the Laguna Verde project
· Achieving our ASX dual listing to enhance shareholder value,
and
· Advancing exploration at Viento Andino and Arenas Blancas.
With these foundations in place, CleanTech Lithium is well-positioned for a
successful future. I would like to thank our investors, stakeholders,
directors and CleanTech team for their continued support as we work toward
becoming a leading low-cost, sustainable lithium producer.
Steve Kesler,
Executive Chairman
12 June 2025
Financial Review
Key Drivers for 2024
Two prioritised objectives formed the basis on which CleanTech chose to
allocate its capital during 2024, namely: to maintain progress on the Group's
flagship asset; and to demonstrate CleanTech's ability to produce
international standard battery grade lithium from Laguna Verde brine via its
pilot plant. Both objectives have been achieved.
Early on in 2024 the Board took the strategic decision to place CleanTech's
other assets on a care-and-maintenance basis pending availability of
sufficient capital; in so doing allocation of resource toward progressing the
Laguna Verde asset as optimally as possible was prioritised.
As a part of its annual review of the portfolio, the Directors agreed to
impair the Llamara asset in full; going forward, no further capital will be
allocated to that project.
Without doubt, CTL continues to be the one of the most active lithium
exploration and development companies in Chile with progress seen across the
following programmes in 2024:
· Drilling campaigns in challenging environments resulting in
combined total of 2.55 million tonnes LCE JORC Resource.
· Meaningful progress made in gathering information for key areas of
the project (e.g. of source and capacity requirements for power usage, of
water, of the location and critical engineering design decisions for the
facilities, of the type of lithium product which can be produced, of updated
JORC resource etc). We have been diligent regarding the quality of this
information recognising its importance to make well-informed decisions which,
in turn, will be central for the project.
· Other areas including procurement, international shipping, in-country
construction and property acquisition, commissioning and operating a DLE pilot
plant (with a design capacity of one tonne LCE per month) have all been areas
which have moved forward.
· Finding and building mutually beneficial relationships with
suppliers, such as CleanTech's downstream processing partners in the USA who
were instrumental in processing Laguna Verde eluate, produced in CleanTech's
DLE pilot plant to be processed into exceptionally high-grade lithium
carbonate - a real success story for us to build on in 2025.
· On-going engagement with the indigenous communities whose input
and support are highly valued.
· Submitting a comprehensive CEOL application for Laguna Verde
which is currently under review by the Government, and
· On-going development of the management, operational and technical
teams who will be crucial for the successful delivery of the project as it
transitions to its next phase.
All of this comes at a cost. Since starting its operations in Chile, CTL has
invested over £25 million in its Chilean activities which evidences our
desire to continue to work expeditiously towards our objectives and to invest
directly into our Chile projects.
Overview of 2024 expenditure
Capex: Exploration & Evaluation assets
A total cash capex of £5.5 million was incurred in 2024 (2023: £8.9
million), made up as follows:
Capital expenditure Comment 2024 2023
£ million £ million
Drilling, resource development For the development of JORC compliant resource 2.32 6.19
DLE Costs of pilot plant development and LCE production 0.79 0.57
PFS Laguna Verde PFS 0.98 0.29
EIA, Communities, Licences and Other Critical other capital expenditure 1.42 1.80
Cash cost 5.51 8.85
Income statement
Administrative costs totalled £3.7 million in 2024 (£4.2 million: 2023)
Administrative costs 2024 2023
£ million £ million
People Jersey, London & Chile 0.98 1.21
Listing & Compliance AIM and corporate governance 0.45 0.34
Travel Conferences, marketing, travel in Chile 0.21 0.88
PR/IR Includes consulting costs & conferences 0.38 0.58
Legal, finance, tax & audit Including accounting services 1.13 0.68
Other G&A Other overhead costs across the group 0.54 0.51
Cash costs 3.69 4.20
Finance costs Amortisation of deferred consideration Note 16; and commissions on Loan Notes, 1.63 -
Note 18
VAT provision Note 13 0.78 1.24
Fair-value of share options Note 15 0.64 0.45
Asset impairment Note 12 0.50 -
Non-cash costs 3.55 1.69
Total 7.24 5.89
In addition, other comprehensive income includes foreign exchange charges of
approximately £1.9 million, which have arisen due to translational and
transactional changes in GBP relative to USD and CLP currency movements.
Statement of financial position
The Group statement of financial position at 31 December 2024 shows the Group
with net assets of £14.0 million (2023: £19.8 million).
During the year, the Company secured approximately £4.6 million in gross
proceeds through the issuance of loan notes (approximately £2.1 million,
refer Note 18) and through the issuance of new ordinary shares (£2.5 million,
refer 14)
In addition, a share consolidation was approved at a shareholders' general
meeting in November 2024. The share consolidation saw the nominal price per
share double (from 1p to 2p) and the number of shares in issue halve (such
that there was no overall change to the value of each shareholding). The share
consolidation also represented a so called 'adjustment event' for the purposes
of warrants and share options in issue, wherein the number of options and
warrants halved and their respective exercise price doubled so as to ensure
their overall value of the subscription remains unchanged.
Tough year for lithium companies
From a global perspective 2024 was another tough year in the international
lithium markets. Many lithium companies were forced to reduce exploration
& development work programmes, shut-in production or cancel/defer certain
projects with the availability of funding for lithium projects being seriously
curtailed in the short-term. The cause being a combination of challenging
macro-economic factors, although such causes are expected to be short-term in
nature.
CTL was not unaffected and, with the challenges in raising capital from equity
markets, sought to raise capital from other sources. Even those were not
without challenge, mid-year funding suffered because one investor defaulted on
a £1 million investment commitment. This was subsequently replaced through
the issuance of approximately AUD$4 million (c. £2.1 million) in loan notes,
with proceeds raised from existing current shareholders. An equity raise in
early October 2024 generated a further £2.5 million (before expenses) with
strong existing shareholder support. In February 2025, a further £2.4 million
of funds through another AIM Placing and Retail Offer, has been supported by
over 120 of our current shareholders. The Board is grateful for the support
from shareholders in challenging market conditions and we will continue to
manage those funds carefully in the months ahead and in anticipation of the
long-planned ASX listing.
CleanTech has adapted to the difficult market conditions in several ways, for
example: with strategic cost cutting to reduce management and staff headcount
in Chile; with the termination of certain support services and PR/IR
activities, mainly from early 2H 2024 onwards. The Directors have agreed to
the deferral of fees paid in cash since September; it is expected that accrued
remuneration in the Company will be settled in shares or nil cost options in
due course.
Funding in 2025 and Strategy Beyond
The Board firmly believes in the underlying value of CTL's portfolio and
considers CleanTech is trading at a significant discount to other companies in
the sector, whether in terms of quality of asset or stage of development.
The structural fundamentals underpinning CTL's portfolio and progress are key
factors for the Board in assessing the attractiveness and value proposition of
the Company. To add briefly to some of those factors, the following are
worth noting as differentiators:
· the quality of CleanTech's projects, in terms of the grade of
lithium deposits and relatively low level of projected pre-production capital
expenditure (noting that the release of the PFS will provide a potential
platform for the Company to commence discussions with potential strategic or
offtake partners and financiers);
· the Demand-Supply imbalance which will see demand structurally
outweigh supply over the medium and longer term;
· the prime location of CleanTech's projects in Chile, where Chile
holds the largest known reserves of lithium in the world and is a
well-respected international mining jurisdiction with strong credit rating;
· the fact that several large entities have taken an active interest in
CleanTech and are subject to non-disclosure agreements with access to a
Company data room. These parties recognise the impending demand-supply
imbalance and are keen to secure supply chain access. They are larger than
CleanTech and possess the capacity to deploy substantial resources toward
supporting CleanTech in developing its portfolio. Increased contact with
these parties is expected in the coming months as the PFS is completed and
samples of battery grade lithium, produced from CTL's DLE Pilot Plant, can be
shipped for process analysis; and
· the Directors have a track record for raising funds to support
development of large international projects in the energy or natural resources
space and the Company is planning to engage a corporate financial adviser in
Q2 2025 to adopt a proactive approach to potential strategic parties and help
establish the optimum funding structure, initially for the development of
Laguna Verde. Discussions continue with various potential advisers,
including parties who have recently assisted in raising significant and varied
funds for lithium development projects internationally.
ASX
The planned dual listing on ASX remains an important step for the Company for
several reasons, and still plans to complete the listing in the coming months
subject to the results of the PFS and update to CEOL application.
As a part of the listing the Company will need to undertake an equity raise in
part to meet an ASX requirement for CleanTech's share register to contain a
certain number of new Australian-based shareholders. The amount of any
fundraising on ASX is not yet decided and will invariably be considered in the
context of other funding options and market sentiment.
Other funding sources
The Board looks forward to re-engaging discussions with strategic partners and
interested parties seeking offtake in the months ahead, knowing the Company
will be negotiating from a position of strength at that time and with a
product such parties will want to secure. Having navigated the process towards
a CEOL for Laguna Verde, released the results of the PFS on Laguna Verde and
be producing battery grade lithium carbonate, the Company will then
proactively engage with strategic parties and looks forward to having
meaningful discussions about how to drive Laguna Verde forward towards early
production - with the funding of this drive becoming clearer as 2025
progresses. The CTL team look forward to moving to that stage in the near
future.
Gordon Stein
Chief Financial Officer
12 June 2025
Financial Results
Consolidated Statement of Comprehensive Income
Notes Audited Audited
Year ended Year ended
31-Dec-2024 31-Dec-2023
£ £
Income - -
Administrative costs 5 (3,690,963) (4,198,647)
Fair value movement of options and warrants 15 (638,074) (448,155)
Provision for Chilean VAT recoverable 13 (778,340) (1,238,798)
Impairment loss 12 (499,293) -
Operating loss (5,606,671) (5,885,600)
Finance costs 6 (1,302,602) -
Foreign exchange on financing transactions (332,946) -
Loss before tax (7,242,219) (5,885,600)
Income tax 8 - -
Loss for the year after tax (7,242,219) (5,885,600)
Other comprehensive (loss) / income:
Foreign exchange differences arising on translation of functional currencies (1,890,213) (1,021,070)
Total comprehensive loss for the year (9,132,432) (6,906,670)
Loss per share
Basic and diluted (GBP £) 9 (0.048) (0.054)
The accompanying notes are an integral part of these consolidated financial
statements.
All amounts are derived from continuing operations
Consolidated Statement of Financial Position
Audited Audited
as at as at
31-Dec-24 31-Dec-23
Notes £ £
Exploration and evaluation assets 12 32,583,274 13,710,413
Non-current assets 32,583,274 13,710,413
Cash and cash equivalents 134,248 6,202,028
Trade and other receivables 13 161,492 610,898
Current assets 295,740 6,812,926
Trade and other payables 17 (471,672) (351,637)
Provisions and accruals 17 (770,342) (378,713)
Loan notes payable 18 (2,185,135) -
Deferred consideration 16 (1,686,408) -
Current liabilities (5,113,557) (730,350)
Deferred consideration 16 (13,815,221) -
Non-current liabilities (13,815,221) -
Net assets 13,950,236 19,792,989
Share capital 14 28,443,989 26,310,625
Capital reserve (77,237) (77,237)
Share based payment reserve 6,869,574 5,713,259
Foreign exchange reserve 19 (2,595,588) (705,375)
Accumulated losses 19 (18,690,501) (11,448,283)
Equity and reserves 13,950,236 19,792,989
The accompanying notes are an integral part of these consolidated financial
statements.
These financial statements were approved and authorised for issue by the Board
of directors on 30 April 2025 and were signed on its behalf by:
Gordon Stein
Chief Financial Officer
12 June 2025
Consolidated Statement of Changes in Equity
Share Capital Capital Reserve Share based payments reserve Foreign exchange reserve Accumulated Total
losses
£ £ £ £ £ £
At 1 January 2023 21,076,155 (77,237) 1,578,340 315,695 (5,562,683) 17,330,270
Loss for the year - - - - (5,885,600) (5,885,600)
Other comprehensive loss - - - (1,021,070) - (1,021,070)
Total comprehensive loss - - - (1,021,070) (5,885,600) (6,906,670)
Share options and warrants (3,074,767) - 4,134,919 - - 1,060,152
Shares issued 8,309,237 - - - - 8,309,237
5,234,470 - 4,134,919 - - 9,369,389
31 December 2023 26,310,625 (77,237) 5,713,259 (705,375) (11,448,283) 19,792,989
At 1 January 2024 26,310,625 (77,237) 5,713,259 (705,375) (11,448,283) 19,792,989
Loss for the year - - - - (7,242,219) (7,242,219)
Other comprehensive loss - - - (1,890,213) - (1,890,213)
Total comprehensive loss - - - (1,890,213) (7,242,219) (9,132,431)
Share options and warrants (169,768) - 1,156,315 - - 986,547
Shares issued 2,303,131 - - - - 2,303,131
2,133,363 - 1,156,315 - - 3,289,678
31 December 2024 28,443,989 (77,237) 6,869,574 (2,595,588) (18,690,501) 13,950,236
The accompanying notes are an integral part of these consolidated financial
statements.
Consolidated Statement of Cash Flows
Audited Audited
Year ended Year ended
31-Dec-2024 31-Dec-2023
£ £
Loss after tax for the period (7,242,219) (5,885,600)
Non-cash items:
Fair value recognition of share options and warrants 527,931
Movement in trade and other receivables 398,750 (313,355)
Movement in payables, provisions and accruals 1,730,397 262,447
Impairment of assets 499,293 -
Finance costs 501,464 -
Net cash used in operating activities (3,474,240) (5,408,577)
Expenditure on exploration and evaluation assets 12 (6,502,455) (8,851,684)
Net cash used in investing activities (6,502,455) (8,851,684)
Net proceeds from issue of ordinary shares 14 2,239,138 8,192,346
Proceeds from issue of loan notes 2,070,013 -
Finance costs - -
Net cash generated from financing activities 4,309,151 8,192,346
Net cash flow (5,667,545) (6,067,915)
Cash and cash equivalents brought forward 6,202,028 12,368,265
Net cash flow (5,667,545) (6,067,915)
Effect of exchange rate changes (400,236) (98,322)
Cash and cash equivalents carried forward 134,247 6,202,028
The accompanying notes are an integral part of these consolidated financial
statements.
Notes to the Financial Statements
1. GENERAL INFORMATION
CleanTech Lithium Plc ("CTL Plc", or the "Company")
The consolidated financial statements of CleanTech Lithium Plc for year ended
31 December 2024 were authorised for issue in accordance with a resolution of
the Board on 12 June 2025.
CleanTech Lithium Plc was incorporated and registered as a private company,
initially with the name CleanTech Lithium (Jersey) Ltd, in Jersey on 1
December 2021 with registered number 139640. It was subsequently
reregistered as a public limited company on 20 January 2022 and on 2 February
2022 it changed its name to CleanTech Lithium Plc.
On 14 February 2022, a share-for-share exchange between the shareholders of
CleanTech Lithium Ltd (CTL Ltd, or the U.K. entity) and CTL Plc completed,
resulting in CTL Plc acquiring and becoming the parent company of CTL Ltd and
its wholly owned subsidiaries, together "CleanTech Lithium Group" or the
"Group".
During the year to 31 December 2024, a Chilean holding company was
incorporated as a subsidiary of CTL Ltd. and the interests held by CTL Ltd in
four of the Chilean entities were transferred to the holding Company,
CleanTech Chile SpA.
2. BASIS OF PREPARATION
The financial statements have been prepared in accordance with UK-adopted
international accounting standards (UK IAS). These financial statements are
for the year 1 January 2024 to 31 December 2024 and the comparatives are for
the year 1 January 2023 to 31 December 2023.
Throughout the reporting period, including the comparatives, the historical
cost basis of preparation is used, except for certain financial assets
measured at fair value.
The amounts in this document are presented in British Pounds (GBP), unless
noted otherwise. Due to rounding, numbers presented throughout these financial
statements may not add up precisely to the totals provided and percentages may
not precisely reflect the absolute figures.
The consolidated financial statements present the consolidated results of the
parent and the subsidiaries (see note22) under its control. The basis for
consolidation is consistent with previous years financial statements which
include the history of the group.
As permitted by Companies (Jersey) Law 1991 only the consolidated financial
statements are presented.
Going Concern
The Group is in a pre-revenue phase of development and until its transition to
revenue generation and profitability the Group will be required to rely on
externally sourced funding to continue as a going concern, the Board
recognises this condition may indicate the existence of material
uncertainties, which may cast significant doubt regarding the Group's ability
to continue as a going concern. Notwithstanding, the Directors have a
demonstrated record of successfully raising capital raising for projects and
ventures of this nature and are confident in being able to secure the funding
needed for the Group to deliver on its commitments and continue as a going
concern.
As a part of its Going Concern assessment, consideration has been given to the
Group's anticipated activities which have been included in the financial
forecast. The Group has no capital commitments but is required to extend or
repay the Loan Notes on the 30-Jun-25 (see Note 18). The Group is taking
action to address this matter expecting inflows from external funds to meet
these requirements within the going concern period and so the Directors are of
the opinion that the Group has adequate financial resources to allow it to
continue for at least 12 months from the date of the approval of these
financial statements. Additionally, the Directors have considered downside
scenarios including the event where there is a delay to the expected
generation of cash. In the event of financial distress, the Directors are
confident that the implementation of austerity measures, the proven success in
raising capital, the financing and strategic options available, will enable
the Group to continue as a going concern. Therefore, the going concern basis
is adopted in preparing the financial statements.
The financial statements do not include the adjustments that would result if
the Group and the Company were unable to continue as a going concern.
3. MATERIAL ACCOUNTING POLICIES
The preparation of the Group's financial statements is done in compliance with
U.K. adopted International Accounting Standards and the following summarises
the Group's material accounting policies.
Standards and interpretations issued but not yet applied
At the date of the Group's financial statements, the Directors have reviewed
the standards in issue by the UK Endorsement Board and the International
Financial Reporting Interpretations Committee by the International Accounting
Standards Board, which are effective for periods beginning on or after the
stated effective date but have not yet been applied. In their view, these
standards would not have a material impact on the financial reporting of the
Group.
Foreign currency
Functional and presentation currency
Items included in the financial statements of each of the Group's entities are
measured using the currency of the primary economic environment in which the
entity operates (the "functional currency"). The consolidated financial
statements are presented in pound sterling, which is the Group's presentation
currency.
Transactions and balances
Foreign currency transactions are translated into the relevant functional
currency using the exchange rates prevailing at the date of the transaction.
Foreign exchange gains and losses resulting from the settlement of such
transactions and from the retranslation at period-end exchange rates of
monetary assets and liabilities denominated in foreign currencies are
recognised in the income statement.
Group companies
The results and financial position of the Chilean entities are recorded in CLP
$ and, where relevant of the Australian entities from AUD $, are translated
into Pounds Sterling (GBP £), the presentation currency, as follows:
· assets and liabilities on the Statement of Financial Position are
translated at the closing rate at each reporting date;
· income and expenses in the Statement of Comprehensive Income are
translated at average exchange rates, unless the average is not a reasonable
approximation of the cumulative effect of the rates prevailing on the
transaction dates, in which case income and expenses are translated at the
rate on the dates of the transactions; and
· all resulting exchange differences are recognised in "other
comprehensive income".
On consolidation, exchange differences arising from the translation of the net
investment in the Chilean entities are recognised in "other comprehensive
income". When a foreign operation is sold, the associated exchange
differences are reclassified to profit or loss, as part of gain or loss on
sales.
Income taxes
Income tax expense consists of current and deferred tax expense. Income tax
expense is recognised in the income statement.
Current tax expense is the expected tax payable on the taxable income for the
year, using tax rates enacted or enacted substantively at the period end, and
adjusted for amendments to tax payable with regards to previous years. The
tax rates that apply in each foreign jurisdiction are disclosed in Note 8
Deferred tax assets and liabilities are recognised for future tax consequences
attributable to differences between the carrying amounts of existing assets
and liabilities on the Statement of Financial Position and their respective
tax bases. Deferred tax assets and liabilities are measured using the enacted
or enacted substantively tax rates expected to apply when the asset is
realised, or the liability settled.
The effect on deferred tax assets and liabilities of a change in tax rates is
recognised in the income statement in the period that substantive enactment
occurs.
A deferred tax asset is recognised to the extent that it is probable that
future taxable profits will be available against which the asset can be
utilised.
The following temporary differences do not result in deferred tax assets or
liabilities:
· the initial recognition of goodwill;
· the initial recognition of an asset or liability in a transaction
which is not a business combination;
· the initial recognition of an asset or liability in a transaction
which at the time of the transaction, affects neither accounting profit nor
taxable profit (tax loss); and
· the initial recognition of an asset or liability in a transaction
which at the time of the transaction, does not give rise to equal taxable and
deductible temporary differences.
Deferred tax assets and liabilities are offset when there is a legally
enforceable right to set off current tax assets against current tax
liabilities and when they relate to income taxes levied by the same taxation
authority and the Group intends to settle its current tax assets and
liabilities on a net basis.
Exploration and evaluation assets
Exploration and evaluation assets are capitalised as intangible assets on an
individual prospect basis until such time as an economic volume is defined or
the prospect is abandoned. No costs are capitalised until the legal right to
explore the property has been obtained. When it is determined that such costs
will be recouped through development and exploitation, the capitalised
expenditure is first tested for impairment, then transferred to tangible
assets and depreciated over the expected productive life of the asset.
Costs for a producing prospect are amortised on a unit-of-production method,
based on the estimated life of the reserves, while costs for the prospects
abandoned are written-off.
Impairment reviews for exploration and evaluation assets are carried out on a
project-by-project basis, with each project representing a single cash
generating unit. An impairment review is undertaken when indicators of
impairment arise but typically when one or more of the following circumstances
apply:
· unexpected geological occurrences are identified that render the
resource uneconomic;
· title to the asset is compromised;
· fluctuations in commodity prices render the project uneconomic;
or
· lack of available financing to progress the project.
Where the Group enters into exploration option agreements with third parties,
the Group may acquire or dispose of mineral rights and certain benefits
attached to those mineral rights. Since these options are exercisable entirely
at the discretion of the optionee, the amounts payable or receivable are not
recorded. Option payments are recorded as exploration and evaluation assets
when payments are made, or as recoveries when payments are received, either
against exploration and evaluation assets or as income within the income
statement depending on the nature of the option agreement.
The recoverability of the amounts capitalised for the undeveloped exploration
and evaluation assets is dependent upon the determination of economically
recoverable ore reserves, confirmation of the Group's interest in the
underlying mineral claims, the ability to develop its exploration and
evaluation assets, the ability to obtain the necessary financing to complete
their development and future profitable production.
Acquisition of and Deferred Consideration associated with LV Purchase Agreement
The LV licences acquired under the LV Purchase Agreement are designated as an
asset acquisition and assigned a fair value in accordance with the principles
of the UK IAS. Consistent with IFRS 13, a discount rate reflective of the
factors that market participants would consider in the pricing of such a
liability as well as the currency in which the cashflows are denominated. As
the discount is amortised, it is recognised as a finance cost in the Income
Statement.
Loan Notes
The Loan Notes and associated warrants are accounted for in accordance with
IAS 32, wherein the fair value of the warrants is assessed to be the residual
between the value of the loan and the present value of the loan discounted at
a market rate of interest. If a reliable market rate is not readily
available, then an estimate of the fair value of the warrant element of the
transaction can be derived using a reliable methodology. If broker
commissions are applicable, they are deemed a direct transaction cost and so
are recognised in the loan balance and unwound of the loan term.
Capitalising of people costs
The relevant portion of employee and contractor costs (including the
share-based payment charge) incurred for service and activity deemed to relate
to the evaluation, technical feasibility and commercial viability of
extracting a mineral resource are capitalised.
Environmental rehabilitation
An obligation to incur restoration, rehabilitation and environmental costs
arises when environmental disturbances are caused by the exploration or
development of exploration and evaluation assets due to statutory,
contractual, constructive, or legal obligations.
At the reporting date, the Group has no environmental rehabilitation
obligations in CleanTech Atacama SpA, formerly Laguna Negro Francisco SpA,
Laguna Escondida SpA, Laguna Brava SPA, Atacama Tierras Blancas SpA, or
Atacama Salt Lakes SpA; as such, no provision has been recognised in the
Group's financial statements.
The Directors review annually for changes in regulatory requirements with
respect to environmental rehabilitation obligations.
Impairment
At the end of each reporting period, the carrying amounts of the Group's
assets are reviewed to determine whether there is any indication that those
assets are impaired. If any such indication exists, the recoverable amount of
the asset is estimated to determine the extent of the impairment, if any.
The recoverable amount is the higher of fair value less costs to sell and
value in use. Fair value is determined as the amount that would be obtained
from the sale of the asset in an arm's length transaction between
knowledgeable and willing parties. In assessing value in use, the estimated
future cash flows are discounted to their present value using a pre-tax
discount rate that reflects current market assessments of the time value of
money and the risks specific to the asset. If the recoverable amount of an
asset is estimated to be less than its carrying amount, the carrying amount of
the asset is reduced to its recoverable amount and the impairment loss is
recognised in the income statement.
For an asset that does not generate independent cash inflows, the recoverable
amount is determined for the cash generating unit to which the asset belongs.
Where an impairment loss subsequently reverses, the carrying amount of the
asset (or cash generating unit) is increased to the revised estimate of its
recoverable amount, but to an amount that does not exceed the carrying amount
that would have been determined had no impairment loss been recognised for the
asset (or cash generating unit) in prior years. A reversal of an impairment
loss is recognised immediately in the income statement.
Fair value of options and warrants
Fair value is recognised over the period between the grant date and the date
of vesting; if the vesting conditional an estimated date is applied. If the
vesting occurs when granted, then the full fair value is recorded on the
vesting date.
Financial instruments
Where applicable, the Directors classify the Group's financial assets in the
following categories:
· financial assets at "fair value through income statement"; or
· loans and receivables
The classification depends on the purpose for which the financial assets were
acquired. The classification of the Group's financial assets is determined at
initial recognition and depends on the nature and purpose of the financial
instrument.
Financial assets carried at fair value through income statement are recognised
and recorded initially at fair value and transaction costs are expensed in the
income statement.
Loans and receivables
Other receivables and borrowings that have fixed or determinable payments that
are not quoted in an active market are classified as "loans and receivables".
"Loans and receivables" are recognised initially at the transaction value and
carried subsequently at amortised cost less impairment losses. The impairment
loss of receivables is based on a review of all outstanding amounts at year
end.
The Directors have classified the Group's other receivables and borrowings as
"loans and receivables".
Share based payments
The fair value of share options or warrants granted is charged to the income
statement or capitalised in the statement of financial position, with a
corresponding increase in a share-based payment reserve. The fair value of
share options is measured at grant date, using the Black-Scholes pricing
model, and spread over the period up to the point the vesting condition is
met. Upon exercise, the share-based payment reserve is released to the
accumulated profit or loss. The warrant instruments granted to any
counterparty are measured and recognised in the same way as share options at
the date of issue.
Other financial liabilities
"Other financial liabilities" are measured initially at fair value, net of
transaction costs, and are measured subsequently at amortised cost using the
effective interest method, with interest expense recognised on an effective
yield basis. The effective interest method is a method of calculating the
amortised cost of a financial liability and of allocating interest expenses
over the corresponding period. The effective interest rate is the rate that
exactly discounts estimated future cash payments over the expected life of the
financial liability, or, where appropriate, a shorter period.
The Directors have classified the Group's other payables as "other financial
liabilities".
4. SIGNIFICANT ACCOUNTING ESTIMATES AND JUDGEMENTS
The preparation of financial statements conforming with adopted IFRSs requires
the Directors to make judgements, estimates and assumptions that affect the
reported amounts of assets and liabilities, as well as the disclosure of
contingent assets and liabilities as at the reporting date and the reported
amount expenses during the period. Actual outcomes may differ from those
estimates. Uncertainty in estimates that have a risk of causing material
adjustment to the carrying amounts of assets and liabilities, within the next
financial year, mainly relate to the Group's going concern assessment, as
described in note 2. In addition, judgement is exercised, for example, in
assessing impairment criteria are met, or in determining a functional
currency, including assessing the underlying transactions, events and
conditions which are relevant to an entity.
Impairment
The Directors apply significant judgment in assessing each of the Group's
cash-generating units and assets for the existence of indicators of impairment
at the reporting date. Internal and external factors are considered in
assessing whether indicators of impairment are present that would necessitate
impairment testing. The indicators of impairments and their assessment are set
out in Note 12.
VAT receivables
Included within trade and other receivables is an amount of approximately
£1.8 million in Chilean VAT recoverable. Although the Chilean VAT is
expected to be eligible for refund in future, due to the uncertainty over the
timing to recover that VAT, the Directors have judged it appropriate to make a
full provision against this same amount, as disclosed in note 13.
5. ADMINISTRATION EXPENSES
Administration expenses in the year to 31 December 2024 totalled £3.7 million
(2023: £4.2 million).
2024 2023
£ million £ million
People Jersey, London & Chile 0.98 1.21
Listing & Compliance AIM and corporate governance 0.45 0.34
Travel Conferences, marketing, travel in Chile 0.21 0.88
PR/IR Includes consulting costs & conferences 0.38 0.58
Legal, finance, tax & audit Including accounting services 1.13 0.68
Other G&A Other overhead costs across the group 0.54 0.51
Administrative expenses 3.69 4.20
6. FINANCE COSTS
Finance costs in 2024 reflect a combination of two components: the
amortisation charge relating to the unwinding of the deferred consideration
£0.8 million (2023: nil) refer Note 16; and the accrued redemption premium
£0.5 million (2023: nil) being 25% at 31-Dec-24 on the Loan Notes refer Note
18.
7. STAFF AND DIRECTORS
Audited Audited
Year ended Year ended
31-Dec-24 31-Dec-23
Average number of employees and long-term contractors 14 22
Average number of Directors 5 6
Total 19 28
During 2024 the Group's average number of employees decreased as operational
requirements reduced and as cost cutting measures have been implemented.
Additionally, the number of Directors decreased following the resignation of
Aldo Boitano.
Further details of Directors remuneration can be found on page 33
8. INCOME TAX
The accrued income tax expense continues to be £nil as the Group remains in a
loss-making position.
Income tax expense
Audited Audited
Year ended Year ended
31-Dec-24 31-Dec-23
£ £
Current tax - -
Total current tax expense - -
Reconciliation of the tax expense
The standard rate of corporation tax in Jersey is nil % (2023: nil %) which
differs from the tax rates in foreign jurisdictions as follows: Chile tax rate
of 27% (2023: 27%); and U.K. tax rate of 19% (2023: 19%).
Notwithstanding the Group has cost centres in several tax jurisdiction, for
tax reconciliation purposes, the Directors have decided to use the Chilean
corporate tax rate as most appropriate given the operations and future
production of the Group is located in Chile.
Audited Audited
Year ended Year ended
31-Dec-24 31-Dec-23
£ £
Loss before taxation (7,242,219) (5,885,600)
Tax at the aggregated applicable tax rate of 27% (2023: 27%) 3,454,159 2,561,166
Expenses not deductible for tax purposes (2,053,095) (1,331,581)
Losses carried forward on which no deferred tax is recognised (1,401,063) (1,229,585)
Total current tax expense - -
Not all losses incurred are allowable for taxation purposes. At 31 December
2024, the Group had £4,841,967 (2023: £3,469,383) of accumulated tax
losses. An indefinite carry-forward of net operating losses is permitted
under Chilean tax rules. Losses mainly relate to those incurred by the
Chilean entities, which are not expected to be transferrable to UK or JE
jurisdictions.
No deferred tax asset is recognised on these losses due to the uncertainty
over the timing of future profits and gains.
9. LOSS PER SHARE
The calculation of basic loss per ordinary share is based on the loss after
tax and on the weighted average number of ordinary shares in issue during the
period.
Diluted loss per share assumes conversion of all potentially dilutive Ordinary
Shares arising from the share options schemes and warrant instruments detailed
in Note 15. Potential ordinary shares resulting from the exercise of warrants,
and options have an anti-dilutive effect due to the Group being in a loss
position. As a result, diluted loss per share is disclosed as the same value
as basic loss per share.
Basic and diluted loss per share Audited Audited
Year ended Year ended
31-Dec-2024 31-Dec-2023
£ £
Loss after taxation (7,242,219) (5,885,600)
Basic weighted average number of ordinary shares (millions) 75.20 54.9
Basic loss per share (GBP £) (0.0096) (0.011)
10. SEGMENTAL INFORMATION
The Group operates in a single business segment, being the exploration and
evaluation of mineral properties. These activities are undertaken in Chile,
alongside administrative operations in the U.K., Jersey and formerly in
Australia.
31 December 2024 Chile Rest of Total
World
£ £ £
Exploration and evaluation assets 32,583,274 - 32,583,274
Non-current assets 32,583,274 - 32,583,274
Trade and other receivables 99,842 61,650 161,492
Related party and intra-group receivables 95,663 (95,663) -
Cash and cash equivalents 4,029 130,219 134,248
Current assets 199,534 96,206 295,740
Trade and other payables (468,793) (213,960) (682,753)
Related party and intra-group payables (22,090,197) 22,090,197 -
Provisions and accruals (148,794) (410,467) (559,261)
Loan notes payable - (2,185,135) (2,185,135)
Deferred consideration (1,686,408) - (1,686,408)
Current liabilities (24,394,192) 19,280,635 (5,113,557)
Deferred consideration (non-current) 13,815,221 - 13,815,221
Non-current liabilities 13,815,221 - 13,815,221
Net (Liabilities) / Assets (5,426,605) 19,376,841 13,950,236
31 December 2023 Chile Rest of Total
World
£ £ £
Exploration and evaluation assets 13,710,413 - 13,710,413
Non-current assets 13,710,413 - 13,710,413
Trade and other receivables 484,252 126,646 610,898
Related party and intra-group receivables 94,826 (94,826) -
Cash and cash equivalents 48,609 6,153,419 6,202,028
Current assets 627,687 6,185,239 6,812,926
Trade and other payables (230,439) (121,198) (351,637)
Related party and intra-group payables (14,094,942) 14,094,942 -
Provisions and accruals (166,411) (212,302) (378,713)
Current liabilities (14,491,792) 13,761,442 (730,350)
Net (Liabilities) / Assets (153,692) 19,946,681 19,792,989
11. INCORPORATION OF CHILEAN HOLDING COMPANY
On CleanTech Chile SpA, RUT 77.905.882-4 was incorporated to serve as holding
company for the Chilean entities. During the year, the debt and equity
interests held by CTL Ltd in each of the Chilean subsidiaries was transferred
to CleanTech Chile SpA and CleanTech Chile SpA issued an equal value of debt
and equity as consideration to CleanTech Lithium Limited, such that the
transaction had a neutral economic effect for the group.
12. EXPLORATION AND EVALUATION ASSETS
Expenses incurred to date by the Chilean entities on feasibility studies,
mineral exploration and delineation were capitalised as "exploration and
evaluation assets" within "non-current assets" in accordance with the Group's
accounting policy.
Exploration and evaluation assets Audited Audited
Year ended Year ended
31-Dec-2024 31-Dec-2023
£ £
Opening balance 13,710,413 5,317,412
Fair value of licence acquisitions 15,278,742 -
Additions 5,599,236 9,383,902
Impairments (499,293) -
Effect of foreign exchange translations (1,505,824) (990,901)
Closing balance 32,583,274 13,710,413
The fair value of licence acquisitions reflects the present value of deferred
consideration for licences acquired under the LV Purchase Agreement (refer
Note 16), of which approximately £1.0 million was paid during the period. A
further £0.1 million reflects non-cash share-based payments made to staff and
contractors, about which further detail is set out in Note 15.
Of the £5.6 million additions, approximately £0.1 million (2023: £0.5
million) is non-cash in nature, which reflects the accounting adjustment for
share-based payments made to staff and contractors, about which further detail
is set out in Note 15.
Impairment assessments
The Directors assess for impairment when facts and circumstances suggest that
the carrying amount of an exploration & evaluation asset (E&E) may
exceed its recoverable amount. In making this assessment, the Directors have
regard to the facts and circumstances noted in IFRS 6 paragraph 20. In
performing their assessment of each of these factors, at 31 December 2024, the
Directors have:
· reviewed the time period that the Group has the right to explore
the area and noted no instances of expiration, or licences that are expected
to expire in the near future and not be renewed;
· determined that further E&E expenditure is either budgeted or
planned for all licences;
· not decided to discontinue exploration activity due to there
being a lack of quantifiable mineral resource; and
· not identified any instances where sufficient data exists to
indicate that there are licences where the E&E spend is unlikely to be
recovered from successful development or sale.
Based on the above assessment, the Directors concluded that further investment
in Llamara would be uneconomic due to the relatively low grade of lithium and
as a result, concluded the carrying value of Llamara should be impaired in
full. Llamara carrying amount exceeds the recoverable amount and therefore
have decided to impair the full carrying amount of approximately £0.5
million.
In addition, the Directors considered the other assets in the portfolio and
are not aware of any facts or circumstances that would suggest the carrying
amount of the E&E asset may exceed its recoverable amount. Consequently,
the Directors do not consider there is any indication of impairment.
In 2024, the DLE pilot plant was commissioned, consequently the Directors
considered whether expenditure relating to the DLE pilot plant should be
reclassified as tangible assets in 2024 and concluded that the Pilot Plant
remains in a testing stage of its development.
13. TRADE AND OTHER RECEIVABLES
Trade and other receivables Audited Audited
As at As at
31-Dec-2024 31-Dec-2023
£ £
Prepayments and deposits 125,058 570,936
VAT 21,038 13,385
Other receivables 15,396 26,577
Total 161,492 610,898
Prepayments and deposits largely reflect prepayments with respect to with
capital projects in Chile and prepaid insurance and other commercial
subscriptions which renew variously and annually as well as office rental
deposit amounts paid.
Although VAT shows a balance of approximately £21,000 at 31 December 2024
(2023: £13,000), at that date approximately £1.8 million in Chilean VAT
recoverable is not shown in the table above.
Although the Chilean VAT is expected to be eligible for refund in future, due
to the uncertainty over the timing to recover that VAT, the Directors have
judged it appropriate to make a full provision against this same amount.
Accordingly, approximately £0.8 million (2023: £1.2 million) provision has
been reflected in the income statement for the year ended 31 December 2024.
Other receivables comprise multiple smaller working capital balances.
14. SHARE CAPITAL
Share capital
With effect from 27 November 2024, the Company's shares in issue were
consolidated on a 2 : 1 basis, such that the nominal price per share increased
from 1p to 2p and the number of shares in issue halved. The consolidation
also represented an adjustment event, for the purposes of all warrants and
share options in issue regardless of whether they have vested or not. In the
case of each instrument, the subscription price for each options or warrant
doubled, whilst the number of options or warrants in issue was halved. Any
fractional shares arising from the consolidation were grouped and separately
sold; the combined value of the fractional shares sold was less than £5.
The shares shown in the table below are shown on a post-consolidated basis for
comparability purposes
Number of shares £
Shown on a post-consolidation basis
At 1 January 2023 52,666,750 21,076,155
Share options exercised 550,000 396,000
Fundraise shares issued 19,364,413 8,520,341
Commissions on fundraise shares issued - (607,104)
Warrant shares fair value adjustment - (3,074,767)
At 31 December 2023 72,581,163 26,310,625
At 1 January 2024 72,581,163 26,310,625
Fundraise shares issued 11,363,633 2,500,000
Commissions on fundraise shares issued - (260,861)
Equity settled transactions 290,877 63,993
Warrant shares fair value adjustment - (169,768)
At 31 December 2024 84,235,673 28,443,989
In 2023, approximately £0.4 million was raised through the exercise of share
options from a former employee. In addition, CTL Plc completed a fundraise
of approximately £8.5 million, which included £0.1 million of non-cash
settled share-based payments, and of which approximately £0.6 million was
offset by fundraising commissions.
In 2024, £2.5 million was raised through issuing new ordinary shares and
approximately £64,000 of consultant and supplier balances were settled also
through the issuance of new ordinary shares.
15. SHARE BASED PAYMENTS
Year ended Year ended
31-Dec-24 31-Dec-23
# #
Outstanding at start of the year 17,181,344 5,492,372
Share options granted - 1,641,499
Warrant shares granted 3,147,614 10,937,973
Share options exercised - (550,000)
Share options revoked or forfeited (332,497) (340,500)
Outstanding at end of the year 19,996,461 17,181,344
All warrants have vested. Outstanding share options have various vesting
conditions, some of which have vested, others which have not.
Audited Audited
Year ended Year ended
31-Dec-24 31-Dec-23
# #
IPO share options vested
Performance related options Milestone 1 (see note below: M1) 1,450,000 1,450,000
Performance related options Milestone 2 (see note below: M2) 633,334 679,167
Performance related options Milestone 3 (see note below: M3) 450,834 679,166
Performance related options Milestone 4 (see note below: M4) 450,833 -
Performance related options Milestone 5 (see note below: M5) 85,000 -
Non-Executive Director Options Time (see note below: time) 348,500 348,500
Other contractor options Fully vested nil-cost options 250,000 250,000
Share options outstanding at end of the year 3,753,501 4,085,998
Notes on vesting conditions
M1 This vesting condition is met when the Board publishing a JORC 'measured and
indicated' resource total of 1m tonnes (or more) of Lithium Carbonate
Equivalent; this condition was met during the 2023.
M2 This vesting condition is met when the Board agrees to the publication of a
Pre-Feasibility Study (PFS).
M3 This vesting condition is met when proposed pilot plant testing process has
met its objectives to produce sufficient battery grade lithium carbonate
and/or lithium hydroxide to enable the Company to supply material for offtake
customer testing and to provide process design data for the Definitive
Feasibility Study (DFS).
M4 This vesting condition is met upon the award of a CEOL for the Laguna Verde
asset.
M5 This vesting condition is met when an EIA is awarded on the Laguna Verde
asset.
Time Refers to annual anniversary time vesting points.
All options and warrants are granted in the Company's name. Share options
granted have a weighted average exercise price of approximately 90 pence on a
post-consolidated basis, and warrants granted have a weighted average exercise
price of 60 pence.
The accounting standards and CTL's accounting policies provide that the cost
of issuing equity instruments (warrants or share options) is measured at its
fair value. In the case of share options, fair values are charged to the
income statement or the exploration asset, with a corresponding increase in
equity. The fair value of share options is measured at grant date, using a
Black-Scholes pricing model and spread over the period during which the
employee becomes unconditionally entitled to the award (the vesting period).
The charge is adjusted to reflect the expected number of shares or options
that vest. The fair value of each option granted in the period was estimated
using the Black Scholes option pricing model with the following assumptions:
Share Options
Fair value of call option per share £0.17 - £1.12
Share price at grant dates £0.40 - £1.13
Exercise price £0.02 - £1.14
Expected volatility 139%
Vesting period 4.7-5.0 years from vesting
Risk-free interest rate (based on government bonds) 3.79% - 4.16%
The fair value of warrants is also measured at grant date, using a Monte Carlo
simulation where vesting dates depend on performance related criteria, or
using the Black-Scholes pricing model where more appropriate.
As with the treatment of share options, the fair value of warrants is spread
over the period during which the warrant holder has entitlement to the award.
The charge is adjusted to reflect the number of warrants that vest. In the
case of warrants, fair values are charged to an equity reserve.
The total share option fair value charge for year ended 31 December 2024 is
£463,002 (£1,060,152 in 2023), of which £365,852 has been recorded in the
income statement as a non-cash expense; the balance has been recorded within
E&E.
The total warrant fair value charge for year ended 31 December 2024 is
approximately £693,315 (2023: £3,074,000) of which £272,222 has been
recorded in the income statement as a non-cash expense; the balance has been
recorded within share capital.
All the warrants granted during the year vested on or shortly after the grant
date and have a vesting period of 5 years from the date of their vesting.
As noted, these fair value estimates are non-cash accounting entries.
16. DEFERRED CONSIDERATION
Laguna Verde Option buy-out
On 19 April 2024, CleanTech Laguna Verde SpA, a wholly owned Chilean
subsidiary of CleanTech Lithium Plc, entered into a sale and purchase
agreement (LV Purchase Agreement) to acquire 100% legal and beneficial
interest in the mining licences historically held by CleanTech under option
under the terms of the LV Option Agreement. The LV Purchase Agreement had the
effect of terminating the LV Option Agreement.
Pursuant to the LV Purchase Agreement the consideration payable comprises
fixed payments totalling US$10.5 million, which are scheduled to occur at
various annual and semi-annual millstone periods over a period of up to 5
years from the date of the LV Purchase Agreement, and two deferred payments,
together totalling US$24.5 million, scheduled to occur upon sold production
reaching 10k tonnes of LCE and 35k tonnes of LCE respectively or on the 10(th)
anniversary of the date of the LV Purchase Agreement, whichever is the
earlier.
The carrying value for the LV licences acquired pursuant to the LV Purchase
Agreement, has been designated as an asset acquisition in accordance with the
Group accounting policy and assigned a fair value in accordance with the
principles of the UK IASs. Similarly, the Group has assigned a fair value to
the deferred consideration associated with the acquisition which is allocated
between current and non-current liabilities.
In assessing the appropriate basis on which to determine the fair value of the
non-current component of the deferred consideration, the Directors have used a
discount rate of 8% which they believe is reflective of the factors that
market participants would consider in the pricing of such a liability as well
as the currency in which the cashflows are denominated. This is consistent
with the requirements of IFRS 13 - Fair Value Measurement.
As described above, the two final payments of the deferred consideration,
totalling USD$24.5m, are required to be made upon achieving certain production
milestones, but in any event, are required to be made within 10 years of
execution of the LV Purchase Agreement. Due to the uncertainties surrounding
the timing of achieving the production milestones, the Directors have assumed
that the remaining two payments will be made on the 10th anniversary of
signing the LV Purchase Agreement.
Year ended Year ended
31-Dec-24 31-Dec-23
£ £
Deferred consideration, current 1,686,408 -
Deferred consideration, non-current 13,815,221 -
Total 14,549,709 -
17. PAYABLES, PROVISIONS AND ACCRUALS
Year ended 31-Dec-24 Year ended 31-Dec-23
£ £
Trade and other payable (471,672) (291,369)
Provisions (95,182) (106,451)
Other taxes and social security (69,880) (59,027)
Accruals (605,280) (272,262)
Total (1,242,013) (730,350)
Trade and other payables include routine trade creditors.
Accruals include routine accruals for professional services rendered not
invoiced at period end. In addition, remuneration which the Directors have
agreed to defer has been included, refer to directors' remuneration on page 33
of the annual report.
The provisions balance largely reflects the provision for taxes associated on
the expenses classified as Director fees for Mr Boitano. Prior to 2021, Mr.
Boitano provided ad hoc financing support to the Group to fund working capital
and exploration and evaluation expenditure. Related party transactions
involving Mr. Boitano comprised settlements of liabilities on behalf of the
Group or on behalf of Mr. Boitano and transfers by Mr. Boitano to or from the
Group under informal finance arrangements. No such funding arrangements were
made between the Group and Mr. Boitano after 2020. In historical periods, net
amounts owing to the Group were waived and expensed to the Income Statement
and totalled approximately £33,000 in 2020. These amounts were classified as
Director fees and a provision for taxes relating to same was made. Any amounts
advanced by or to Mr. Boitano were deemed repayable on demand and did not
carry an interest rate.
The 'Other taxes and social security' balances largely reflect remuneration
costs and associated taxes at the period end.
18. LOAN NOTES
On 30 June 2024 the Company executed a GBP £ loan note instrument and an AUD
$ loan note instrument pursuant to which it issued loan notes to subscribers
to raise A$3.995 million, approximately £2.1 million, to finance working
capital and costs associated with ASX admission. In addition, the Loan Note
holders were granted a total of 4,380,181 warrants valued at approximately GBP
£506,000 at the date of grant.
The Loan Notes have a maturity date of 30 June 2025 and are non-interest
bearing, although a premium is payable on redemption. At 31 December 2024
the premium on par value is 25% which will increase to 50% if the Loan Notes
are redeemed between ten and twelve calendar months from the date of their
grant.
Pursuant to the Loan Note instrument, Company has granted the note holders a
first ranking charge over both all the assets and undertakings of the Company
and the entire issued share capital of CTL UK.
The Loan Note liability has been offset by: broker commission payable of
£128k (being directly linked to the issue of the Loan Notes) which will
amortise to the income statement over the term loan term; and the £506k fair
value of warrants issued on the Loan Notes which will also amortise to the
share-based payment equity reserve over the term of the warrants. The fair
value of broker warrants granted as a part of broker commissions, will
amortise over the term of the loan.
19. OTHER RESERVES
Foreign exchange reserve
The foreign exchange reserve represents the differences arising on the
translation of transactions from the functional currencies.
Accumulated losses
The accumulated losses represent the consolidated losses of the Group.
Movements during the year represent the consolidated comprehensive loss for
that year.
20. CAPITAL MANAGEMENT
The capital of the Group consists of the items included within "equity" on the
Statement of Financial Position. The Directors manage the Group's capital
structure based on the nature and availability of funding and the timing of
expected or committed expenditures. The Directors' capital management policy
is to maintain sufficient capital to support the acquisition, exploration and
future development of the Group's exploration and evaluation assets and to
provide sufficient funds for the Group's corporate activities.
The Group's exploration and evaluation assets are in the exploration phase of
development, consequently, the Group is unable to finance its operations
through production revenues. The Group has relied historically on equity
financings and on debt funding, or a combination thereof, to finance its
activities. The Directors project the Group's future capital requirements by
planning the exploration and future development activities to be undertaken on
its exploration and evaluation assets and assessing the level of corporate
activities that are necessary to support the growth and development of the
Group. The Group is not subject to any capital requirements imposed
externally.
21. RELATED PARTY TRANSACTIONS
At 31 December 2023 the Company had one receivable owing from one of the
Directors totalling approximately GBP £18,000 which was fully repaid in
January 2024.
In 2024 there were no related party transactions.
22. SUBSIDIARY UNDERTAKINGS
At 31 December 2024, CleanTech Lithium Plc has the following subsidiary
undertakings, all of which are wholly owned, directly or indirectly:
Name of company Country of incorporation Ownership
CleanTech Lithium Ltd England & Wales Wholly owned by CleanTech Lithium Plc
CleanTech Chile SpA Chile Wholly owned by CleanTech Lithium Ltd
CLS Chile SpA Chile Wholly owned by CleanTech Chile SpA
CleanTech Atacama SpA, formerly Laguna Negro Francisco SpA Chile Wholly owned by CleanTech Chile SpA
Atacama Salt Lakes SpA Chile Wholly owned by CleanTech Chile SpA
Laguna Escondida SpA Chile Wholly owned by CleanTech Lithium Ltd
Atacama Tierras Blancas SpA Chile Wholly owned by CleanTech Lithium Ltd
Laguna Brava SpA Chile Wholly owned by CleanTech Lithium Ltd
Llamara SpA Chile Wholly owned by CleanTech Chile SpA
CleanTech Lithium Ltd acts as holding company for CleanTech Chile SpA, which
itself acts as holding company for the Chilean entities, and additionally acts
as management service provider to the Group. CLS Chile SpA primarily acts as
service provider to the other Chilean entities, which are themselves are asset
and mining licence companies.
23. SUBSEQUENT EVENTS
Matters relating to events occurring since period end are reported in the
section entitled Chairman Statement and set out below:
On 14 January 2025, CleanTech announced that the downstream processing
required to demonstrate that battery grade lithium could be produced from the
brine at Laguna Verde had been successful. In addition, that announcement
also confirmed the decision to delist from the OTCQX market.
On 15 January 2025, CleanTech announced it had submitted its CEOL application
for the Laguna Verde licence with a decision from the Chilean government as to
whether CTL would be invited to enter direct negotiations.
On 11 February 2025, the results of a placing which raised £2.4 million were
announced; further, on 10 March 2025, the results of the Retail Offer and
Broker Option, which were made available on the same pricing terms were closed
generating a further £0.2 million in gross proceeds to be used to part pay
the loan notes.
On 10 February 2025 the Company announced it was in the process of completing
the granting of security pursuant to the terms of the Loan Notes in favour of
the Loan Note holders. The security deeds were executed on 14 February 2025
and will be released once the Loan Notes are redeemed.
On 10 April 2025, the Company announced the appointment of Ignacio Mehech as
Chief Executive Officer and Director of CleanTech Lithium Plc.
On 23 April 2025, the Company received an update on that the CEOL application
for Laguna Verde had not been admitted into the streamline process to enter
direct negotiations with the Government. CleanTech subsequently appealed this
decision within the five working days provided, as announced on 30 April 2025,
and expect to update the market in due course as CleanTech believes it meet
the criteria set out by the Chilean Government as part of the National Lithium
Strategy. If the appeal is not successful, the Company does have the option
to enter the public tender process to be granted a CEOL, details of which are
to be announced soon.
Glossary
CTL Ltd CleanTech Lithium Ltd; U.K. registered and tax domiciled company
CTL Plc CleanTech Lithium Plc; Jersey registered and tax domiciled company
DLE Direct lithium extraction
EIA Environmental Impact Assessment
ESG Environmental, Social and Governance
Group CleanTech Lithium statutory group
IPO Initial public offering
JORC The JORC Code provides a mandatory system for the classification of minerals
Exploration Results, Mineral Resources and Ore Reserves according to the
levels of confidence in geological knowledge and technical and economic
considerations in public reports
LCE Lithium carbonate equivalent, industry standard terminology used to compare
different forms of lithium compounds
LSE London Stock Exchange
tpa Tonnes per annum
MoU Memorandum of Understanding
mg/L micrograms per litre
SBP Share based payments
SPA Sale & Purchase Agreement
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
. END FR FBMMTMTJBTAARecent news on Cleantech Lithium
See all newsREG - CleanTech Lithium - Final Results
AnnouncementREG - CleanTech Lithium - Update to CEOL Application
AnnouncementREG - CleanTech Lithium - Update to CEOL Process
AnnouncementRCS - CleanTech Lithium - Collaboration with DuPont Water Solutions
AnnouncementREG - CleanTech Lithium - Appointment of CEO and Director
Announcement