REG - CleanTech Lithium - Interim Results for six-months ending 30 June 2025
29/09/2025 07:00
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RNS Number : 1029B CleanTech Lithium PLC 29 September 2025
29 September 2025
CleanTech Lithium PLC
("CleanTech Lithium" or "CTL" or the "Company")
Interim Results for six-month period ending 30 June 2025
CleanTech Lithium PLC (AIM:CTL), an exploration and development company
advancing sustainable lithium projects in Chile, is pleased to announce its
unaudited Interim Results for the six-month period ended 30 June 2025 ("1H
2025" or "the Period").
Highlights from the period and events following the period end include:
· Leadership: CleanTech Lithium's leadership and presence in Chile was
notably strengthened with the onboarding of Ignacio Mehech as CEO in April.
· Battery Grade Lithium: in January, CTL proved its ability to deliver
battery-grade lithium from its own Laguna Verde brine, validating its direct
lithium extraction (DLE) processes and exceeding international standards for
battery-grade purity.
· Resource: CTL's JORC resource at Laguna Verde has now increased
to 1.63Mt of lithium carbonate equivalent (LCE)
· Fundraise: in February and March, a £2.5 million fundraise was
completed and subsequent to the period end, in August, a further £5.0 million
in gross proceeds was raised, further strengthening the balance sheet.
· Licence Expansion: after the period end, CTL has acquired 30
additional licences at Laguna Verde increasing the Group's mining licence
coverage of the Government's special lithium operating contract (CEOL) polygon
area to over 97%, underscoring its dominant position in the basin and
significantly enhancing CTL's candidacy to be awarded a CEOL.
· Loan Notes: after the period end, the Loan Notes issued in June 2024
were restructured and refinanced as convertible loan notes carrying a premium
of 12% per annum, and with a maturity date of 30 June 2026.
· Cost discipline: the focus to cut costs has shown favourable
results in the first half of the year and remains as an ongoing priority.
· Board restructure: post period end, four directors stepped down
from the Board in August as a result of operational and financial
restructuring; a new Jersey-resident director is expected to be appointed
soon.
Ignacio Mehech, CEO, CleanTech Lithium said
"I am very pleased to have joined the Company at such an exciting time, with
the CEOL application running and the pre-feasibility study in development. All
the work undertaken in the past years on exploration, piloting and modelling
has positioned us uniquely to become the next lithium producer in a prime
jurisdiction such as Chile, and the first using new and more sustainable
technologies.
The first half of the year came with the disappointment of not being admitted
into the CEOL´s streamlined process for Laguna Verde, but with the recent
acquisition of the Minergy licenses and an ownership of more than 97% of the
mining property within the Government´s polygon area, we are now front
runners for a new streamlined process, which should be opened in the coming
months.
I would like to thank our investors for their ongoing support, and especially
to those who have participated in our recent fundraise, completed in late
August, for continuing to believe in our story and potential. We look forward
to the coming months with confidence and excitement on what´s to come, and
will keep you appraised with regular updates along the way"
CHAIRMAN'S REVIEW
In what has undoubtedly become a pivotal phase for CleanTech Lithium, I am
pleased to present the interim results for the six months ended June 2025.
CleanTech Lithium started the year with clear objectives and I am pleased at
how we adapted to the feedback in our bid to secure the Special Lithium
Operating Contract (CEOL) at Laguna Verde, all the while maintaining focus and
delivering on other essential milestones on our course to be a leading
Chilean, sustainably-focused lithium developer.
So far this year we have: reshaped our leadership, strengthening our presence
in Chile; proven our capacity to produce battery grade lithium from our brine;
adapted and improved our bid and candidacy to be awarded the CEOL at Laguna
Verde; improved our resource base; and strengthened our balance sheet through
additional investment with the support of existing and new shareholders.
Leadership
· On 10 April 2025, Ignacio Mehech was appointed as CEO and
director bringing with him exceptional leadership capacity and experience,
along with deep expertise in Chile's mining sector, government relations, and
community engagement.
He spent the seven years up to 2024 at the largest lithium producer in the
world, Albemarle, with the latter three years as their country manager in
Chile where he managed a workforce of 1,100 employees. Ignacio is a Chilean
national, Spanish speaking and fluent in English and we are delighted to see
him join CleanTech Lithium. Click link to watch interview with Ignacio
recorded in April: https://youtu.be/4iMx2vIZw9g (https://youtu.be/4iMx2vIZw9g)
.
· In August, after the period end, as part of a wider operational
and financial restructuring initiative the Board was reshaped. Jonathan
Morley-Kirk, Gordon Stein, Maha Daoudi and Tommy McKeith all stepped down as
directors. The Company is in a process of identifying a Jersey resident
non-executive director to join the Board and Gordon Stein continues in his
role as CFO until 11 February 2026.
Battery-Grade Lithium Carbonate
· In January, we achieved a significant milestone by proving our
capacity to produce battery-grade lithium carbonate from our brine. Our
sampling produced a 99.78% purity exceeding the Chinese industry benchmark of
99.6%. The next phase will focus on scaling up production to supply potential
strategic partners and off-takers for product testing.
Laguna Verde
· The Laguna Verde salar has been designated as a priority for
lithium development by the Chilean Government and in January we submitted our
application to enter a streamlined process toward CEOL award. Although our
application was compelling and strengthened further by letters of support in
favour of CleanTech from indigenous communities interested in the salar,
regrettably, in April, we were informed we had not met certain thresholds
required by the Mining Ministry. The main one being the need to demonstrate
ownership of more than 80% of the mining licence coverage of the Government
published polygon. Despite a well-reasoned appeal, prepared and submitted
with support from an independent Chilean law firm, in June, we were informed
that our appeal had not been accepted. Building on feedback from that appeal,
in August the Group acquired further licences in the basin resulting in our
licence coverage exceeding 97% of the Government's published polygon. The
image below illustrates the before and after licence coverage. We are
reassured that CleanTech's dominant licence position will prove crucial for
its CEOL bid.
· The Government is also required to engage in a consultation
process with the indigenous communities which have traditional interests at
Laguna Verde. That process commenced in late July, and we understand it
should be completed by the end of October. CleanTech Lithium maintains
regular dialogue with senior Chilean Mining Ministry representatives and will
update the market on progress, as appropriate. It is the Company's view that
entering a new streamlined process for the CEOL will open the door to
approaches and direct conversations with potential strategic partners,
bringing the necessary funding to drive the Laguna Verde development through
the Definitive Feasibility Study (DFS), Environmental Impact Assessment (EIA),
permitting, construction and development phases towards commercial
production.
· In January, we were also pleased to announce a new JORC-compliant
resource estimate at Laguna Verde, prepared by Montgomery & Associates,
which confirmed a total resource of 1.63Mt lithium carbonate equivalent (LCE),
including 0.81Mt in the measured and indicated category. This resource
supports the ongoing pre-feasibility study (PFS), which will be finalised once
the outcome of our CEOL application is determined.
Viento Andino and Arenas Blancas - Exploration Upside
· No activity has been undertaken at Viento Andino (formerly
Francisco Basin) as resources have been focused on Laguna Verde. Viento Andino
already has a JORC resource of 0.9Mt LCE following a six-well drilling
campaign in 2022 and 2023. This project remains potential upside for the
future when financial resources permit.
· We have also chosen to retain licence positions at Arenas Blancas
(Salar de Atacama, the world's largest lithium brine basin) for potential
exploration in the future.
Capital Markets & ASX Listing
· CleanTech Lithium's intention to dual list on the Australian
Securities Exchange (ASX) has been paused for now and we will revisit that
intention once there is greater clarity on CleanTech Lithium's CEOL bid. We
believe an ASX listing would broaden the potential for institutional investor
interest, improve liquidity, and overall enhance long-term growth prospects.
· In February and March 2025, CleanTech Lithium completed a successful
fundraise, securing gross proceeds of £2.5 million through a placing of £2.4
million and a subsequent retail offer of £0.1 million.
· Post period end, in August, CleanTech Lithium completed a further
fundraise, securing a gross amount of almost £5.0 million. The success of
this raise signalled encouraging support from existing shareholders and from
new investors including the minerals exploration and development company,
Metals One, which acquired a 10% stake, investing £1 million into CleanTech
Lithium. The net proceeds from the raise are being used for the initial
payments to acquire 30 additional licence blocks at the Laguna Verde project,
to fund the technical work to finalise the PFS and general working capital
requirements.
Financial Update
· In the first half of the year the Group recorded an operating loss
of £1.2 million (H1 2024 £2.2 million), reflecting tighter cost control and
the effect of reduced headcount. Our review of costs is an on-going process
where we will continue to optimise where practical.
· Finance charges in the period of £0.9 million mainly reflect the
amortisation of deferred consideration from the Laguna Verde purchase
agreement as well as accrued charges on loan notes which, in August, were
restructured and refinanced with a revised maturity date of 30 June 2026.
The finance charges did not have a cash impact in the period.
· Exploration and evaluation assets increased slightly to £32.8
million, with a little under £1.0 million of additions mainly reflecting PFS
costs, mining licence costs and on-going investment in community support;
those costs have been largely offset by the effect of a strengthening of the
pound : Chilean pesos exchange rate.
Outlook
The Board remains confident in CleanTech Lithium's potential to be a leading
low-cost and sustainable lithium producer in Chile and in that context, the
strategic priorities for the remainder of the year and into next remain:
· Advance into a streamlined CEOL process at Laguna Verde
· Complete the PFS at Laguna Verde and begin work on preparing a
definitive feasibility study and EIA
· Advance discussions with potential strategic partners.
· Scale up production of battery-grade lithium carbonate for
validation by off-takers.
· Continue proactive engagement with indigenous communities and
stakeholders.
On behalf of the Board, I would like to thank our investors, partners, and the
CleanTech Lithium team for their ongoing commitment and support. I would
particularly like to add my thanks to those shareholders and new investors who
have supported our recent fundraise, completed in late August. The continuing
support of our shareholders is very much appreciated and we look forward to
providing positive updates on our priorities ahead.
______________________
Steve Kesler, Non-Executive Chairman
CleanTech Lithium Plc
INTERIM FINANCIAL RESULTS
Condensed Consolidated Statement of Comprehensive Income
Note Unaudited Reviewed
six months to
six months to
30-Jun-25
30-Jun-24
£ £
Income - -
Administrative costs 3 (1,161,410) (2,226,790)
Operating loss (1,161,410) (2,226,790)
Finance costs 4 (884,847) -
Foreign exchange on financing transactions 5 856,161 -
Loss before tax (1,190,096) (2,226,790)
Income tax 7 -
Loss for the period after tax (1,190,096) (2,226,790)
Other comprehensive (loss) / income :
Exchange differences arising on translation of functional currencies (1,206,844) (906,194)
Total comprehensive loss for the period (2,396,940) (3,132,984)
Loss per share basic (post consolidated basis) 8 (0.012) (0.031)
The accompanying notes are an integral part of these unaudited condensed
consolidated interim financial statements.
Condensed Consolidated Statement of Financial Position
Unaudited Audited
as at
as at
30-Jun-25 31-Dec-24
Note £ £
Exploration and evaluation assets 9 32,776,060 32,583,274
Non-current assets 32,776,060 32,583,274
Cash and cash equivalents 143,225 134,248
Trade and other receivables 10 91,996 161,492
Current assets 235,221 295,740
Trade and other payables 12 (301,653) (471,672)
Loans notes 13 (2,198,169) (2,185,135)
Deferred consideration 14 (1,623,504) (1,686,408)
Provisions and accruals 12 (967,924) (770,342)
Current liabilities (5,091,250) (5,113,557)
Deferred consideration 14 (13,294,815) (13,815,221)
Non-current liabilities (13,294,815) (13,815,221)
Net assets 14,625,216 13,950,236
Share capital 30,532,549 28,443,989
Capital reserve (77,237) (77,237)
Share based payment reserve 11 7,852,934 6,869,574
Foreign exchange reserve (3,802,432) (2,595,588)
Accumulated losses (19,880,598) (18,690,502)
Equity and reserves 14,625,216 13,950,236
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 26 September 2025 and are signed on its behalf by:
Ignacio Mehech, Director
Condensed Consolidated Statement of Changes in Equity
Share capital Capital reserve Share based payment reserve Foreign exchange reserve Accumulated losses Total
£ £ £ £ £ £
At 1 January 2024 26,310,625 (77,237) 5,713,259 (705,375) (11,448,282) 19,792,990
Loss for the period - - - (2,226,790) (2,226,790)
Other comprehensive income - - - (906,194) - (906,194)
Total comprehensive loss - - - (906,194) (2,226,790) (3,132,984)
Share options and warrants - - 704,548 - - 704,548
30 June 2024 26,310,625 (77,237) 6,417,807 (1,611,569) (13,675,072) 17,364,554
At 1 January 2025 28,443,989 (77,237) 6,869,574 (2,595,588) (18,690,502) 13,950,236
Loss for the period - - - - (1,190,096) (1,190,096)
Other comprehensive income - - - (1,206,844) - (1,206,844)
Total comprehensive loss - - - (1,206,844) (1,190,096) (2,396,940)
Issue of share capital 2,297,840 - - - - 2,297,840
Share options and warrants (209,280) - 983,360 - - 774,080
2,088,560 - 983,360 - - 3,071,920
30 June 2025 30,532,549 (77,237) 7,852,934 (3,802,432) (19,880,598) 14,625,216
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 26 September 2025 and were signed on its behalf by:
Ignacio Mehech, Director
Condensed Consolidated Statement of Consolidated Cash Flows
Unaudited Reviewed
six months to
six months to
30-Jun-25
30-Jun-24
Note £ £
Loss after tax for the period (1,190,096) (2,226,790)
Non-cash items:
Fair value of loan note warrants 376,820 86,387
Fair value recognition of share options and warrants - -
Movement in trade and other receivables 70,634 397,320
Movement in payables, provisions and accruals (677,272) 707,691
Finance costs 884,847 -
Net cash used in operating activities (535,067) (1,035,392)
Expenditure on exploration and evaluation assets (935,912) (4,800,040)
Net cash used in investing activities (935,912) (4,800,040)
Proceeds from issue of ordinary shares 2,297,840 -
Finance costs - -
Net cash generated from financing activities 2,297,840 -
Net cash flow 826,861 (5,835,432)
Cash and cash equivalents brought forward 134,247 6,202,028
Net cash flow 826,861 (5,835,432)
Effect of exchange rate changes (817,883) (330,620)
Cash and cash equivalents carried forward 143,225 35,976
The accompanying notes are an integral part of these interim unaudited
condensed consolidated financial statements.
Notes to the Financial Statements
1. GENERAL INFORMATION
CleanTech Lithium Plc ("CTL Plc", or the "Company")
The condensed consolidated interim financial statements of CleanTech Lithium
Plc for the first six months ended 30 June 2025 were approved for issue on 26
September 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". References to the Group and Company are made interchangeably in this
financial information.
In the year ended 2024, CleanTech Lithium Chile SpA, a company with registered
number, 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.
2. BASIS OF PREPARATION
The condensed consolidated interim financial statements for the Group have
been prepared in accordance IAS 34 'Interim Financial Reporting' per the
U.K.-adopted international accounting standards. They are unaudited and do not
include all the information required for the preparation of the annual
consolidated financial statements and should be read in conjunction with the
audited consolidated financial statements for the year ended 31 December 2024
of CleanTech Lithium Plc, that can be found on the website:
https://www.ctlithium.com. (https://www.ctlithium.com) The auditor's report on
those accounts was unmodified but it did make reference to material
uncertainties related to going concern.
The amounts in this document are presented in British Pounds (GBP), unless
noted otherwise. Due to rounding, numbers presented throughout these condensed
consolidated Interim financial statements may not add up precisely to the
totals provided and percentages may not precisely reflect the absolute
figures.
A summary of the material accounting policies can be found in the Company's
consolidated financial statements for the year ended 31 December 2024, on
pages 48 to 50. The accounting policies used to prepare these condensed
consolidated interim financial statements are consistent with those.
Furthermore, there are no new standards or interpretations applicable from 1
January 2025 which have a significant impact on these condensed consolidated
interim financial statements.
Significant accounting judgments, estimates and assumptions
In preparing this interim financial report, it has been necessary to make
judgments, estimates and assumptions to form the basis of presentation,
recognition and measurement of the Group's assets, liabilities, items of
income statements, accompanying disclosures and the disclosure of contingent
liabilities. Uncertainty about these assumptions and estimates could result in
outcomes that require a material adjustment to the carrying amount of assets
or liabilities affected in future periods.
The significant judgments, estimates and assumptions made when applying the
Group's accounting policies are the same as those applied to the consolidated
financial statements for the year ended 31 December 2024, with the exception
of the judgement relating to deferred consideration which arose on the
acquisition of the LV licences, details of which are set out in Note 14. The
significant judgment in assessing the exploration and evaluation assets for
the existence of indicators of impairment at the reporting date, which are set
out in note 9.
The judgement relating to the recoverability of the Chilean VAT is as
disclosed in note 10.
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.
3. ADMINISTRATION EXPENSES
Administration expenses in the six months to 30 June 2025 totaled £1.2
million (H1 2024 £2.2 million), reflecting cash costs of £1.4 million (H1
2024 2.5 million) off set by non-cash costs and unrealised foreign exchange
gains of £0.2 million (H1 2024 £0.2 million).
Of the non-cash costs, £0.1 million relates to the fair value of options and
warrants (H1 2024 £0.1 million) and £0.4 million reflects the unwinding of
the discount on the deferred consideration (H1 2024 £nil). These have been
off-set by the unrealised gain on translation of the deferred consideration of
£0.7 million (H1 2024: £0.3 million).
Of the £1.3million in cash costs, approximately £0.4 million relates to
directors and staff costs (H1 2024: £0.5 million), £0.1 million relates to
promotion, public and investor relations and travel (H1 2024: £0.4 million),
£0.7 million relates to legal and professional support including listing and
compliance, audit and insurance costs (H1 2024: £0.8 million), and the
balance of £0.1 million comprises a variety of other and general
administrative costs (H1 2024: £0.2 million).
4. FINANCE COST
The finance charge in the period of £0.9 million reflects the unwinding of
deferred consideration discount of £0.8 million (H1 2024: £nil) and the
finance costs associated with the loan notes issued in June 2024 £0.1 million
(H1 2024 nil). Both charges are non-cash in nature.
5. FOREIGN EXCHANGE ON FINANCING TRANSACTIONS
The foreign exchange on financing transactions reflects the translation
exchange gain of £0.9 million on the USD $ denominated buy out of the LV
licences.
6. SEGMENTAL INFORMATION
The Group operates in a single business segment, being the exploration and
evaluation of mineral properties, activities which are undertaken in Chile
where all the Group's non-current assets are held.
7. INCOME TAX
The accrued income tax expense continues to be £nil as the Group remains in a
loss-making position. No deferred tax asset is recognised on these losses due
to the uncertainty over the timing of future profits and gains.
8. 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.
A diluted loss per share assumes conversion of all potentially dilutive
Ordinary Shares arising from the share schemes. 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.
Unaudited Reviewed
Six months to
Six months to
30-Jun-2025 30-Jun-2024
Basic and diluted loss per share £ £
Loss after taxation (1,190,096) (2,226,790)
Basic weighted average number of ordinary shares (millions) 96.35 72.58
Basic loss per share (GBP £) (0.012) (0.031)
In November 2024, a share consolidation was completed resulting in the
doubling of the nominal price per ordinary share (from 1p to 2p) and a halving
of the number of shares in issue. Although the share consolidation occurred
after 30 June 2024, the basic weighted average number of ordinary shares in
the comparative period in the table above is shown on a post consolidated
basis for like-for-like comparison purposes.
9. 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 Unaudited Audited
six months ended Year ended
30-Jun-2024 31-Dec-24
£ £
Opening balance 32,583,274 13,710,413
Fair value of licence acquisitions - 15,278,742
Additions 967,957 5,599,236
Impairments - (480,483)
Effect of foreign exchange translations (775,171) (1,524,637)
Closing balance 32,776,060 32,583,274
Of the £0.97 million additions in the period, approximately £0.39 million
related to pre-feasibility costs for the Laguna Verde project, £0.24 million
to mining licences costs, £0.19 million relates to communities and other
support costs, capitalised people costs account for £0.12 million, and
non-cash fair value costs associated with share options accounts for the
remainder.
The fair value of licence acquisitions in 2024 reflects the present value of
deferred consideration for licences acquired under the LV Purchase Agreement
(refer Note 14), of which approximately £1.0 million has been paid.
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 30 June 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 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.
Furthermore, 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.
10. TRADE AND OTHER RECEIVABLES
Unaudited Audited
as at 31-Dec-24
as at 30-Jun-25
£ £
Prepayments and deposits 55,834 125,058
VAT 25,038 21,038
Other receivables 11,124 15,396
Total 91,996 161,492
Prepayments and deposits largely reflect 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 £25k at 30 June 2025, at that
date approximately £1.9 million in Chilean input VAT is not shown in the
table above (approximately 2024: £1.8 million). Although the Chilean input
VAT is expected to be eligible for refund in future, due to the uncertainty
over the timing of future production and revenues, which would trigger the
Group's eligibility to recover that VAT, the Directors have made full
provision against this same amount. Accordingly, approximately £0.1 million
provision has been reflected in the income statement for the period ended 30
June 2025 (refer Note 3).
Other receivables comprise multiple smaller working capital balances in Chile.
11. SHARE BASED PAYMENTS
Unaudited Audited
Six months ended Year ended
30-Jun-25 31-Dec-24
# #
Outstanding at start of period 19,446,461 17,181,344
Warrants granted 16,398,534 3,147,614
Warrants and Share Options: expired, relinquished or revoked (900,003) (332,497)
Outstanding at end of period 34,494,992 19,996,461
All options and warrants are granted in Company's name. Share options
granted have a weighted average exercise price of 96 pence and warrants have a
weighted average exercise price of 35 pence.
The fair value of each option granted in the period was estimated on the grant
date using the Black Scholes option pricing model. The following assumptions
have been used:
Weighted average fair value of call option per share
£0.85
Weighted average share price at grant date
£1.03
Weighted average exercise price
£1.02
Average expected volatility at grant dates
109.1%
Vesting period
5.0 years from
vesting
Average risk-free interest rate (based on government bonds)
4.1%
The total share option fair value charge during the six months to 30 June 2025
is £146k (2024 £198k), of which approximately £183k has been recorded in
the income statement as a non-cash employee expense; the balance has been
recorded within E&E.
The total warrant shares fair value charge during the six months to 30 June
2025 was approximately £837k (2024: £506k).
As noted, these fair value estimates derived thorough Black-Scholes modelling
and Monte Carlo simulations are non-cash accounting entries.
12. PAYABLES, PROVISIONS AND ACCRUALS
Unaudited Audited
30-Jun-20254 31-Dec-24
£ £
Trade payables (262,185) (471,672)
Provisions (92,918) (95,182)
Other taxes and social security (39,467) (69,880)
Accruals (875,007) (605,280)
Total (1,269,577) (1,242,014)
Trade and other payables include routine trade creditors.
Other taxes and social security balances largely relate to people-related
costs and taxes balances at the period end. Accruals include routine accruals
for professional services rendered not invoiced at period end.
13. 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
('Original Loan Notes') to raise A$3.995 million, approximately £2.1 million,
to finance working capital and costs associated with ASX admission. In
addition, the Original Loan Note holders were granted with a total of
2,190,091 warrants (on a post consolidated basis), valued at approximately GBP
£506k at the date of grant.
After the period end, and further to the passing of relevant resolutions at
the general meeting on 29 August 2025, both the AUD $ and GBP £ loan notes
were restructured. The outstanding principal, fees and premiums were
consolidated, at a £ equivalent value of approximately £3.07 million and
restructured into AUD and GBP Convertible Loan Notes ('CLNs').
The CLNs have a maturity date of 30 June 2026, carry a 12% premium payable on
redemption, the security provisions instantiated for the Original Loan Notes
have been applied to the CLNs and the holders of those notes have the right to
convert their outstanding balance, including any premium, into newly issued
ordinary shares at a conversion price of 6 pence per share. In addition, the
warrants which were attached to the Original Loan Notes, were cancelled and
regranted with an exercise price of A$0.176 (in the case of the AUD CLNs) and
£0.086 (in the case of the GBP CLNs).
The commissions payable on the Original Loan Notes have been amortised in full
to the income statement at 30 June 2025, and the fair value of warrants
attaching to the Original Loan Notes, of £506k, have been recognised within
the share based payment equity reserve.
14. 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 totaling US$10.5 million, which are scheduled to occur at
various annual and semi-annual milestone periods over a period of up to 5
years from the date of the LV Purchase Agreement, and two deferred payments,
totaling 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,
totaling 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 10(th) anniversary of
signing the LV Purchase Agreement.
Unaudited Audited
at 30-Jun-25 at 31-Dec-24
£ £
Deferred consideration, current 1,623,504 1,686,408
Deferred consideration, non-current 13,294,815 13,815,221
Total 14,918,319 15,501,629
15. SUBSEQUENT EVENTS
Important matters and events which have occurred after the period end are
outlined in the Chairman's review.
**ENDS**
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 Steve Kesler,
Director and Chairman.
For further information contact:
CleanTech Lithium PLC
Ignacio Mehech/Gordon Stein/Nick Baxter Office: +44 (0) 1534 668 321
Mobile: +44 (0) 7494 630 360
Chile office: +562-32239222
Beaumont Cornish Limited (Nominated Adviser) +44 (0) 20 7628 3396
Roland Cornish/Asia Szusciak
Fox-Davies Capital Limited (Broker) +44 (0) 20 3884 8450
Daniel Fox-Davies daniel@fox-davies.com (mailto:daniel@fox-davies.com)
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.
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