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

Cleantech LithiumAnnouncement

11/08/2025 08:30

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RNS Number : 7814U  CleanTech Lithium PLC  11 August 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 August 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 sustainable lithium projects
in Chile, is pleased to announce the results of the accelerated bookbuild
announced earlier today (the "Launch Announcement").  The Placing has
conditionally raised gross proceeds of £4.3 million.

Results of the Placing

The Placing has conditionally raised gross proceeds of £4.3 million through
the issue of 86,000,000 new ordinary shares ("Placing Shares") at an Issue
Price of 5 pence per share. The Placing Shares represent approximately 46.2%
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 6 pence, being at a 20% per cent premium to
the Issue Price ("Placee Warrants"). 95% of the Placing Shares were placed
with current institutional long-term investors, existing shareholders and a
new strategic investor.  Some new institutional investors have participated
in the Placing, seeing the long-term value proposition of the Company given
its position in Chile at present and a changing sentiment in the market for
lithium plays.

As noted in the Launch Announcement the Placing is being conducted in two
tranches with:

·    the first tranche being a firm placing of 22,389,380 new Ordinary
Shares to raise approximately £1.12 million ("Firm Placing Shares"), such
number being the maximum permitted within the Company's existing share
authorisation limits given at the last General Meeting on 24 March 2025 (the
"Firm Placing"); and

·    the second tranche, which shall be subject to the passing of the
Resolutions, being a conditional placing of 63,610,620 Ordinary Shares
("Conditional Placing Shares"), to raise approximately £3.18 million (the
"Conditional Placing").

General Meeting and Posting of Circular

The Conditional Placing is subject to shareholder approval at the General
Meeting, expected to be held on 29 August 2025 at 10.00am. The Company
expects to publish, on or about 13 August 2025, a shareholder circular to
convene the General Meeting and a further announcement will be made in due
course.

The Placing Shares will, when issued, be credited as fully paid and will rank
pari passu in all respects with the existing Ordinary Shares of the Company,
including the right to receive all dividends or other distributions made, paid
or declared in respect of such shares after the date of issue of the Placing
Shares.

The Board plans to apply the net proceeds raised to fund the initial payments
for the binding SPA it has signed for the acquisition of an additional 30
licences in the Laguna Verde project (the "Minergy Licences"), the final PFS
payments for Laguna Verde, DLE technical work and general working capital
requirements.  Details of the Minergy Licences acquisition were outlined in
the Launch Announcement.

The publication of the PFS, which is expected to occur when the Company is
entered into a streamlined CEOL process will assist the Company in various
discussions when the Company will be seeking to introduce a strategic investor
into the project to fund work, including Definitive Feasibility Study ("DFS")
and Environmental Impact Assessment ("EIA"), leading to a Final Investment
Decision ("FID").

Athos Capital Limited, an existing significant shareholder in the Company has
subscribed for a total of 32,000,000 Placing Shares under the Placing
comprising 22,389,380 Firm Placing Shares, subject to First Admission, and
9,610,620 Conditional Placing Shares, which are conditional upon passing of
the Resolutions at the General Meeting. As far as the Company is aware Athos
Capital Limited currently holds 8.61% of CTL's current share capital.

Additionally, the Company is pleased to note that AIM quoted Metals One Plc
("Metals One") a minerals exploration and development company with key
interests in uranium and gold projects, has made a strategic investment by
participating in the Placing and investing £1 million into CleanTech Lithium.
The issue and allotment to Metals One of the 20,000,000 Conditional Placing
Shares is conditional upon passing of the Resolutions at the General Meeting.
 

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
raise gross proceeds of up to £250,000 (which can be increased at the
Fox-Davies and the Company's discretion) 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 22 August 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.

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 5,000,000 Ordinary Shares and up to
5,000,000 Placee Warrants. Further details of the Broker Option are available
in the Launch Announcement.

Broker Warrants

As consideration for its services in connection with the Fundraising, the
Company intends to issue the Bookrunner with warrants over such number of
Ordinary Shares as is equal to between 6 and 7.5% of the Placing Shares and
the Broker Option Shares (if any) (each a "Broker Warrant"). Each Broker
Warrant will be exercisable at a price equal to the Issue Price up until five
years from the date of Second Admission. The Broker Warrants will be granted
conditional on the passing of the Resolutions at the General Meeting.

Retail Offer

The Company intends to make a retail offer via BookBuild to raise up to an
additional £250,000 through the issue of new Ordinary Shares at the Issue
Price to existing shareholders ("Retail Offer"). Details of the Retail Offer,
including the timetable, will be announced separately.  The Retail Offer will
be conditional on the passing of the Resolutions at the General Meeting.

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 provide the finance to acquire the Minergy Licences and
working capital for the Group with our sole focus on completing the necessary
workstreams on Laguna Verde to progress towards CEOL award. "

Admission and Trading

The Firm Placing remains conditional on the Firm Placing Shares being admitted
to trading on AIM.  Application has been made for 22,389,380 Firm Placing
Shares to be admitted to trading on AIM (the "First Admission"). It is
expected that First Admission will become effective and trading in the Firm
Placing Shares will commence at 8.00 a.m. on 14 August 2025.

Total voting rights

Following the issue and allotment of the Firm Placing Shares, the Company will
have a total of 122,736,154 Ordinary Shares in issue. The Company does not
hold any Ordinary Shares in treasury and accordingly as from First Admission
the total number of voting rights in the Company will be 122,736,154.

With effect from First 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
     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 and Bookrunner)  +44 (0) 20 3884 8450

     Daniel Fox-Davies                                   daniel@fox-davies.com (mailto:daniel@fox-davies.com)

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.

 

 

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