REG - CleanTech Lithium - Results of Placing, Issue of Equity and TVR

Cleantech LithiumAnnouncement

11/02/2025 07:30

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20250211:nRSK6688Wa&default-theme=true

RNS Number : 6688W  CleanTech Lithium PLC  11 February 2025

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

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

11 February 2025

CleanTech Lithium PLC

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

Results of Placing, Issue of Equity and TVR

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

Results of the Placing

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

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

Broker Option

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

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

 

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

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

 

Related Party

As a part of the Placing and on the same terms as all other Places, Regal
Funds(1), which is currently interested in approximately 14 per cent. of the
Company's issued share capital and therefore a Related Party under the AIM
Rules, has agreed to subscribe for approximately £100,000. As such, Regal
Funds participation is a Related Party Transaction for the purposes of Rule 13
of the AIM Rules.  Accordingly, the Directors of the Company, all
independent, consider, having consulted with Beaumont Cornish Limited, the
Company's Nominated Adviser, that the terms of the subscription by Regal Funds
are fair and reasonable insofar as the Company's shareholders are concerned.

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

Issue and Allotment of Shares to ex-Director

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

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

Admission and Trading

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

Total voting rights

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

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

 

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

 

 For further information contact:

 CleanTech Lithium PLC
 Steve Kesler/Gordon Stein/Nick Baxter                     Jersey office: +44 (0) 1534 668 321

                                                           Chile office: +56 9 312 00081 (tel:+56931200081)
                                                           Or via Celicourt
 Celicourt Communications                                  +44 (0) 20 7770 6424

 Felicity Winkles/Philip Dennis/Ali AlQahtani              cleantech@celicourt.uk (mailto:cleantech@celicourt.uk)
 Beaumont Cornish Limited (Nominated Adviser)              +44 (0) 20 7628 3396

 Roland Cornish/Asia Szusciak
 Fox-Davies Capital Limited (Joint Broker and Bookrunner)  +44 (0) 20 3884 8450
 Daniel Fox-Davies                                         daniel@fox-davies.com (mailto:daniel@fox-davies.com)
 Canaccord Genuity (Joint Broker)                          +44 (0) 20 7523 4680

 James Asensio

 

 

Important Notice

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

 

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

 

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

 

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

 

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

 

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

 

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

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

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  ROIUAUBRVBUUARR