REG - CleanTech Lithium - Retail Offer to Shareholders

Cleantech LithiumAnnouncement

26/08/2025 07:02

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RNS Number : 6252W  CleanTech Lithium PLC  26 August 2025

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, TO US PERSONS OR INTO OR WITHIN THE UNITED STATES, AUSTRALIA,
CANADA, SOUTH AFRICA OR JAPAN, OR ANY MEMBER STATE OF THE EEA, OR ANY OTHER
JURISDICTION WHERE, OR TO ANY OTHER PERSON TO WHOM, TO DO SO MIGHT CONSTITUTE
A VIOLATION OR BREACH OF ANY APPLICABLE LAW OR REGULATION. PLEASE SEE THE
IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

THE COMMUNICATION OF THIS ANNOUNCEMENT AND ANY OTHER DOCUMENTS OR MATERIALS
RELATING TO THE RETAIL OFFER AS A FINANCIAL PROMOTION IS ONLY BEING MADE TO,
AND MAY ONLY BE ACTED UPON BY, THOSE PERSONS IN THE UNITED KINGDOM FALLING
WITHIN ARTICLE 43 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005, AS AMENDED (WHICH INCLUDES AN EXISTING MEMBER OF
CLEANTECH LITHIUM PLC). ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS
ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO SUCH PERSONS AND WILL BE ENGAGED IN
ONLY BY SUCH PERSONS. THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY,
AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR
ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY
SECURITIES OF CLEANTECH LITHIUM PLC.

26/08/2025

CLEANTECH LITHIUM PLC

Retail Offer to shareholders

On 11 August 2025, CleanTech Lithium PLC ("CleanTech Lithium" or the
"Company"), an exploration and development company advancing lithium projects
in Chile for the clean energy transition, announced that it had conditionally
raised gross proceeds of £4.3 million by way of a placing of 86,000,000 new
ordinary shares (the "Placing Shares") at a price of 5 pence per new ordinary
share (the "Issue Price") (the "Placing").

The Company also granted a broker option to Fox-Davies Capital Limited
("Fox-Davies"), pursuant to which an additional £400,000 has been
conditionally raised by way of a further placing of 8,000,000 new ordinary
shares (the "Broker Option Shares") at the Issue Price (the "Broker Option")
(the Placing and the Broker Option together being, the "Fundraising" and the
Placing Shares and the Broker Option Shares together being, the "Fundraising
Shares").

As part of the Fundraising, the Fundraising Shares carry a warrant entitlement
of one warrant ("Warrant") for every Fundraising 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, at any time from
one year after the date of Second Admission until up to and including the date
which is 3 years from the date of Second Admission.

In view of the potential interest of retail shareholders in participating in
the Fundraising, the Company is pleased to announce a retail offer via
BookBuild (the "Retail Offer") of new ordinary shares (the "Retail Offer
Shares") at a price of 5 pence, which is the Issue Price, per Retail Offer
Share together with one Warrant for every Retail Offer Share.  The Retail
Offer is only being made available to existing shareholders of the Company on
the same financial terms as the Fundraising.

The Issue Price represents a discount of approximately 26 per cent. to the
closing share price of 6.75 pence per ordinary share on 8 August 2025, being
the last practicable date prior to publication of the Fundraising announcement
on 11 August 2025.

The amount raised pursuant to the Retail Offer will not exceed £250,000.

The Retail Offer is conditional on:

-     the passing of resolutions (the "Resolutions") to authorise the
issue of, inter alia, the Retail Offer Shares and the Warrants at a general
meeting of the Company to be held at 10:00 a.m. BST on 29 August 2025 (the
"General Meeting").

-     the Retail Offer Shares being admitted to trading on the AIM market
operated by the London Stock Exchange ("Second Admission").

It is expected that Second Admission will take place on or about 1 September
2025.

The net proceeds from the Broker Option and the Retail Offer would be applied,
in the same way as the net proceeds of the Placing, to fund the initial
payments for the binding SPA the Company 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

Expected Timetable in relation to the Retail Offer

 Retail Offer opens                                           26/08/2025, 07:00
 Latest time and date for commitments under the Retail Offer  28/08/2025, 16:30
 Results of the Retail Offer announced                        29/08/2025
 Results of the General Meeting announced                     29/08/2025
 Admission and dealings in Retail Offer Shares to commence    01/09/2025

Any changes to the expected timetable set out above will be notified by the
Company through a Regulatory Information Service. References to times are to
London times unless otherwise stated.

Dealing Codes

 Ticker                         CTL
 ISIN for the Ordinary Shares   JE00BTJ01443
 SEDOL for the Ordinary Shares  BTJ0144
 ISIN for the Warrants          JE00BVN4C540

Retail Offer

The Company values its retail shareholder base, which has supported the
Company alongside institutional investors since IPO in 2022. Given the support
of retail shareholders, the Company believes that it is appropriate to provide
its retail shareholders in the United Kingdom the opportunity to participate
in the Retail Offer. The Company is therefore making the Retail Offer
available in the United Kingdom through the financial intermediaries which
will be listed, subject to certain access restrictions, on the following
website: https://www.bookbuild.live/deals/W7L457/authorised-intermediaries
(https://www.bookbuild.live/deals/W7L457/authorised-intermediaries)

Fox-Davies Capital Limited will be acting as sole retail offer coordinator in
relation to this Retail Offer (the "Retail Offer Coordinator").

Existing retail shareholders can contact their broker or wealth manager
("Intermediary") to participate in the Retail Offer. In order to participate
in the Retail Offer, each intermediary must be on-boarded onto the BookBuild
platform and agree to the final terms and the retail offer terms and
conditions, which regulate, inter alia, the conduct of the Retail Offer on
market standard terms and provide for the payment of commission to any
intermediary that elects to receive a commission and/or fee (to the extent
permitted by the FCA Handbook Rules) from the Retail Offer Coordinator (on
behalf of the Company).

Any expenses incurred by any intermediary are for its own account. Investors
should confirm separately with any intermediary whether there are any
commissions, fees or expenses that will be applied by such intermediary in
connection with any application made through that intermediary pursuant to the
Retail Offer.

The Retail Offer will be open to eligible investors in the United Kingdom at
7:00am on 26/08/2025. The Retail Offer is expected to close at 4:30pm on
28/08/2025. Investors should note that financial intermediaries may have
earlier closing times. The Retail Offer may close early if it is
oversubscribed.

If any intermediary has any questions about how to participate in the Retail
Offer on behalf of existing retail shareholders, please contact the Retail
Offer Coordinator at daniel@fox-davies.com or BookBuild at email:
support@bookbuild.live.

The Retail Offer the subject of this announcement is and will, at all times,
only be made to, directed at and may only be acted upon by those persons who
are, shareholders in the Company. To be eligible to participate in the Retail
Offer, applicants must meet the following criteria before they can submit an
order for Retail Offer Shares: (i) be a customer of one of the participating
intermediaries listed on the above website; (ii) be resident in the United
Kingdom and (iii) be a shareholder in the Company (which may include
individuals aged 18 years or over, companies and other bodies corporate,
partnerships, trusts, associations and other unincorporated organisations and
includes persons who hold their shares in the Company directly or indirectly
through a participating intermediary).  For the avoidance of doubt, persons
who only hold CFDs, Spreadbets and/or similar derivative instruments in
relation to shares in the Company are not eligible to participate in the
Retail Offer.

The Company reserves the right to scale back any order at its discretion. The
Company reserves the right to reject any application for subscription under
the Retail Offer without giving any reason for such rejection.

It is vital to note that once an application for Retail Offer Shares has been
made and accepted via an intermediary, it cannot be withdrawn.

The new ordinary shares will, when issued, be credited as fully paid and will
rank pari passu in all respects with existing 122,736,154 ordinary shares
including the right to receive all dividends and other distributions declared,
made or paid after their date of issue.

The Retail Offer is an offer to subscribe for transferable securities, the
terms of which ensure that the Company is exempt from the requirement to issue
a prospectus under Regulation (EU) 2017/1129 as it forms part of UK law by
virtue of the European Union (Withdrawal) Act 2018. It is a term of the Retail
Offer that the aggregate total consideration payable for the Retail Offer
Shares will not exceed £250,000.00 (or the equivalent in Euros). The
exemption from the requirement to publish a prospectus, set out in section
86(1)(e) of the Financial Services and Markets Act 2000 (as amended), will
apply to the Retail Offer.

The Retail Offer is not being made into any jurisdiction other than the United
Kingdom or to US Persons (as defined in Regulation S of the US Securities Act
1933, as amended).

No offering document, prospectus or admission document has been or will be
prepared or submitted to be approved by the Financial Conduct Authority (or
any other authority) in relation to the Retail Offer, and investors'
commitments will be made solely on the basis of the information contained in
this announcement and information that has been published by or on behalf of
the Company prior to the date of this announcement by notification to a
Regulatory Information Service in accordance with the Financial Conduct
Authority's Disclosure Guidance and Transparency Rules and the Market Abuse
Regulation (EU Regulation No. 596/2014) ("MAR") as it forms part of United
Kingdom law by virtue of the European Union (Withdrawal) Act 2018 (as
amended).

There is a minimum subscription of £100.00 per investor under the terms of
the Retail Offer which is open to investors in the United Kingdom subscribing
via the intermediaries which will be listed, subject to certain access
restrictions, on the following website:
https://www.bookbuild.live/deals/W7L457/authorised-intermediaries
(https://www.bookbuild.live/deals/W7L457/authorised-intermediaries)

There is no maximum application amount to apply in the Retail Offer. The terms
and conditions on which investors subscribe will be provided by the relevant
financial intermediaries including relevant commission or fee charges.

Investors should make their own investigations into the merits of an
investment in the Company. Nothing in this announcement amounts to a
recommendation to invest in the Company or amounts to investment, taxation or
legal advice.

It should be noted that a subscription for Retail Offer Shares and investment
in the Company carries a number of risks. Investors should take independent
advice from a person experienced in advising on investment in securities such
as the Retail Offer Shares if they are in any doubt.

Words and expressions defined in the Launch Announcement at 7am on 11 August
2025 shall have the same meaning in this announcement.

For further information, please contact:

 CleanTech Lithium PLC

 Registration number: 139640

 Registered office: 7 Castle Street, St Helier, JE2 3BT, Jersey

 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 Retail Offer Coordinator)  +44 (0) 20 3884 8450

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

Further information on the Company can be found on its website at:
https://ctlithium.com/ (https://ctlithium.com/)

The Company's LEI is 213800Y3TN5JQCDA9U59.

This announcement should be read in its entirety. In particular, the
information in the "Important Notices" section of the announcement should be
read and understood.

Important Notices

The Retail Offer is only open to investors in the United Kingdom who fall
within Article 43 of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (which includes an existing member of the
Company).

This announcement and the information contained herein is not for release,
publication or distribution, directly or indirectly, in whole or in part, in
or into or from the United States (including its territories and possessions,
any state of the United States and the District of Columbia (the "United
States" or "US")), Australia, Canada, Japan, the Republic of South Africa, any
member state of the EEA or any other jurisdiction where to do so might
constitute a violation of the relevant laws or regulations of such
jurisdiction.

The Retail Offer Shares have not been and will not be registered under the US
Securities Act of 1933, as amended (the "US Securities Act") or under the
applicable state securities laws of the United States and may not be offered
or sold directly or indirectly in or into the United States or to or for the
account or benefit of any US person (within the meaning of Regulation S under
the US Securities Act) (a "US Person"). No public offering of the Retail
Offer Shares is being made in the United States. The Retail Offer Shares are
being offered and sold outside the United States in "offshore transactions",
as defined in, and in compliance with, Regulation S under the US Securities
Act. In addition, the Company has not been, and will not be, registered under
the US Investment Company Act of 1940, as amended.

This announcement does not constitute an offer to sell or issue or a
solicitation of an offer to buy or subscribe for Retail Offer Shares in the
United States, Australia, Canada, New Zealand, Japan, the Republic of South
Africa, any member state of the EEA or any other jurisdiction in which such
offer or solicitation is or may be unlawful. No public offer of the securities
referred to herein is being made in any such jurisdiction.

The distribution of this announcement may be restricted by law in certain
jurisdictions and persons into whose possession any document or other
information referred to herein comes should inform themselves about and
observe any such restriction. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such jurisdiction.

A copy of this document has been delivered to the registrar of companies in
accordance with Article 5 of the Companies (General Provisions) (Jersey) Order
2002, and he has given, and has not withdrawn, his consent to its circulation.
The Jersey Financial Services Commission has given, and has not withdrawn, its
consent under Article 2 of the Control of Borrowing (Jersey) Order 1958 to the
issue of securities in the Company. It must be distinctly understood that, in
giving these consents, neither the registrar of companies nor the Jersey
Financial Services Commission takes any responsibility for the financial
soundness of the Company or for the correctness of any statements made, or
opinions expressed, with regard to it. The directors of the Company have taken
all reasonable care to ensure that the facts stated in this document are true
and accurate in all material respects, and that there are no other facts the
omission of which would make misleading any statement in the document, whether
of facts or of opinion. All the directors accept responsibility accordingly.
It should be remembered that the price of securities and the income from them
can go down as well as up.

Information regarding the Company's share capital, dividend policy, principal
establishments, and material contracts, together with details of directors'
existing interests and material debentures and loans to which the Company is
party can be found in its most recent annual report and accounts, available at
https://ctlithium.com/investors/latest-presentation-report/. A copy of the
Company's most recent interim financial report is also available via the same
address. No amounts are being written off or provided for as goodwill in
connection with the Retail Offer.

 

Details of the Company's board of directors and principal advisors can be
found on the Company's website at
https://ctlithium.com/about/board-and-management/
(https://ctlithium.com/about/board-and-management/) .

 

If you are in any doubt about the contents of this document you should consult
your stockbroker, bank manager, solicitor, accountant or other financial
adviser.

Fox-Davies Capital Limited is authorised and regulated in the United Kingdom
by the Financial Conduct Authority, is acting exclusively for the Company and
for no-one else and will not regard any other person (whether or not a
recipient of this announcement) as its client in relation to the Retail Offer
and will not be responsible to anyone other than the Company for providing the
protections afforded to its clients, nor for providing advice in connection
with the Retail Offer, Admission and the other arrangements referred to in
this announcement.

The value of ordinary shares and the income from them is not guaranteed and
can fall as well as rise due to stock market and currency movements. When you
sell your investment, you may get back less than you originally invested.
Figures refer to past performance and past performance is not a reliable
indicator of future results. Returns may increase or decrease as a result of
currency fluctuations.

Certain statements in this announcement are forward-looking statements which
are based on the Company's expectations, intentions and projections regarding
its future performance, anticipated events or trends and other matters that
are not historical facts. These forward-looking statements, which may use
words such as "aim", "anticipate", "believe", "intend", "estimate", "expect"
and words of similar meaning, include all matters that are not historical
facts. These forward-looking statements involve risks, assumptions and
uncertainties that could cause the actual results of operations, financial
condition, liquidity and dividend policy and the development of the industries
in which the Company's businesses operate to differ materially from the
impression created by the forward-looking statements. These statements are not
guarantees of future performance and are subject to known and unknown risks,
uncertainties and other factors that could cause actual results to differ
materially from those expressed or implied by such forward-looking statements.
Given those risks and uncertainties, prospective investors are cautioned not
to place undue reliance on forward-looking statements.

These forward-looking statements speak only as at the date of this
announcement and cannot be relied upon as a guide to future performance. Each
of the Company and Fox-Davies Capital Limited expressly disclaims any
obligation or undertaking to update or revise any forward-looking statements
contained herein to reflect actual results or any change in the assumptions,
conditions or circumstances on which any such statements are based unless
required to do so by the Financial Conduct Authority, the London Stock
Exchange or applicable law.

The information in this announcement is for background purposes only and does
not purport to be full or complete. None of Fox-Davies Capital Limited or any
of its affiliates, accepts any responsibility or liability whatsoever for, or
makes any representation or warranty, express or implied, as to this
announcement, including the truth, accuracy or completeness of the information
in this announcement (or whether any information has been omitted from the
announcement) or any other information relating to the Company or associated
companies, whether written, oral or in a visual or electronic form, and
howsoever transmitted or made available or for any loss howsoever arising from
any use of the announcement or its contents or otherwise arising in connection
therewith. Each of the Fox-Davies Capital Limited and its affiliates,
accordingly disclaims all and any liability whether arising in tort, contract
or otherwise which it might otherwise be found to have in respect of this
announcement or its contents or otherwise arising in connection therewith.

Any indication in this announcement of the price at which the ordinary shares
have been bought or sold in the past cannot be relied upon as a guide to
future performance. Persons needing advice should consult an independent
financial adviser. No statement in this announcement is intended to be a
profit forecast and no statement in this announcement should be interpreted to
mean that earnings or target dividend per share of the Company for the current
or future financial years would necessarily match or exceed the historical
published earnings or dividends per share of the Company.

Neither the content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's website (or
any other website) is incorporated into or forms part of this announcement.
The Retail Offer Shares to be issued or sold pursuant to the Retail Offer will
not be admitted to trading on any stock exchange other than the London Stock
Exchange.

UK Product Governance Requirements

Solely for the purposes of the product governance requirements of Chapter 3 of
the FCA Handbook Product Intervention and Product Governance Sourcebook (the
"UK MiFIR Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which any
"manufacturer" (for the purposes of the UK MiFIR Product Governance
Requirements) may otherwise have with respect thereto, the Retail Offer Shares
have been subject to a product approval process, which has determined that the
Retail Offer Shares are: (i) compatible with an end target market of retail
investors and investors who meet the criteria of professional clients and
eligible counterparties, each as defined in paragraphs 3.5 and 3.6 of COBS;
and (ii) eligible for distribution through all permitted distribution channels
(the "Target Market Assessment"). Notwithstanding the Target Market
Assessment, distributors should note that: the price of the Retail Offer
Shares may decline and investors could lose all or part of their investment;
the Retail Offer Shares offer no guaranteed income and no capital protection;
and an investment in the Retail Offer Shares is compatible only with investors
who do not need a guaranteed income or capital protection, who (either alone
or in conjunction with an appropriate financial or other adviser) are capable
of evaluating the merits and risks of such an investment and who have
sufficient resources to be able to bear any losses that may result therefrom.
The Target Market Assessment is without prejudice to any contractual, legal or
regulatory selling restrictions in relation to the Retail Offer.

For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of
Chapters 9A or 10A respectively of COBS; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take any other
action whatsoever with respect to the Retail Offer Shares. Each distributor is
responsible for undertaking its own target market assessment in respect of the
Retail Offer Shares and determining appropriate distribution channels.

EU Product Governance Requirements

Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive
(EU) 2017/593 supplementing MiFID II; and (c) local implementing measures
(together, the "MiFID II Product Governance Requirements"), and disclaiming
all and any liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product Governance
Requirements) may otherwise have with respect thereto, the Retail Offer Shares
have been subject to a product approval process, which has determined that the
Retail Offer Shares are: (i) compatible with an end target market of retail
investors and investors who meet the criteria of professional clients and
eligible counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by MiFID II
(the "EU Target Market Assessment"). Notwithstanding the EU Target Market
Assessment, distributors should note that: the price of the Retail Offer
Shares may decline and investors could lose all or part of their investment;
the Retail Offer Shares offer no guaranteed income and no capital protection;
and an investment in the Retail Offer Shares is compatible only with investors
who do not need a guaranteed income or capital protection, who (either alone
or in conjunction with an appropriate financial or other adviser) are capable
of evaluating the merits and risks of such an investment and who have
sufficient resources to be able to bear any losses that may result therefrom.
The EU Target Market Assessment is without prejudice to the requirements of
any contractual, legal or regulatory selling restrictions in relation to the
Retail Offer.

For the avoidance of doubt, the EU Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of MiFID II; or (b) a recommendation to any investor or group of
investors to invest in, or purchase or take any other action whatsoever with
respect to the Retail Offer Shares. Each distributor is responsible for
undertaking its own target market assessment in respect of the Retail Offer
Shares and determining appropriate distribution channels.

 

 

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