Notes to the Financial Statements

1.     GENERAL INFORMATION

CleanTech Lithium Plc ("CTL Plc", or the "Company")

The consolidated financial statements of CleanTech Lithium Plc for year ended 31 December 2023 were authorised for issue in accordance with a resolution of the Board on 20 May 2024.

CleanTech Lithium Plc was incorporated and registered as a private company, initially with the name CleanTech Lithium (Jersey) Ltd, in Jersey on 1 December 2021 with registered number 139640.  It was subsequently reregistered as a public limited company on 20 January 2022 and on 2 February 2022 it changed its name to CleanTech Lithium Plc.

On 14 February 2022, a share-for-share exchange between the shareholders of CleanTech Lithium Ltd (CTL Ltd, or the U.K. entity) and CTL Plc completed, resulting in CTL Plc acquiring and becoming the parent company of CTL Ltd and its wholly owned subsidiaries, together "CleanTech Lithium Group" or the "Group". 

During the year to 31 December 2023, there have been no changes to the structure of the CleanTech Lithium Group.

2.     BASIS OF PREPARATION

The financial statements have been prepared in accordance with U.K.-adopted international accounting standards (UK IAS). These financial statements are for the year 1 January 2023 to 31 December 2023 and the comparatives are for the year 1 January 2022 to 31 December 2022. 

Throughout the reporting period, including the comparatives, the historical cost basis of preparation is used, except for certain financial assets measured at fair value.

The amounts in this document are presented in British Pounds (GBP), unless noted otherwise. Due to rounding, numbers presented throughout these financial statements may not add up precisely to the totals provided and percentages may not precisely reflect the absolute figures.

As permitted by Companies (Jersey) Law 1991 only the consolidated financial statements are presented.

Going Concern

The Group is in a pre-revenue phase of development and until its transition to revenue generation and profitability the Group will be required to rely on externally sourced funding to continue as a going concern, the Board recognises this condition may indicate the existence of material uncertainties, which may cast significant doubt regarding the Group's ability to continue as a going concern.  Notwithstanding, the Directors have a demonstrated record of successfully raising capital for projects and ventures of this nature and are confident in being able to secure the funding needed for the Group to deliver on its commitments and continue as a going concern. 

As a part of its Going Concern assessment, consideration has been given to the Group's anticipated activities which have been included in the financial forecast. The Group has no capital commitments and so the Directors are of the opinion that the Group has adequate financial resources to allow it to continue for at least 12 months from the date of the approval of these financial statements.  Additionally, the Directors have considered downside scenarios including the event where there is a delay to the expected generation of cash.  In the event of financial distress, the Directors are confident that the implementation of austerity measures, the proven success in raising capital, the financing and strategic options available, will enable the Group to continue as a going concern. Therefore, the going concern basis is adopted in preparing the financial statements.

The financial statements do not include the adjustments that would result if the Group and the Company were unable to continue as a going concern.

3.     MATERIAL ACCOUNTING POLICIES

The preparation of the Group's financial statements is done in compliance with U.K. adopted International Accounting Standards and the following summarises the Group's material accounting policies.

Standards and interpretations issued but not yet applied

At the date of the Group's financial statements, the Directors have reviewed the standards in issue by the UK Endorsement Board and the International Financial Reporting Interpretations Committee by the International Accounting Standards Board, which are effective for periods beginning on or after the stated effective date but have not yet been applied. In their view, these standards would not have a material impact on the financial reporting of the Group.

Foreign currency

Functional and presentation currency

Items included in the financial statements of each of the Group's entities are measured using the currency of the primary economic environment in which the entity operates (the "functional currency"). The consolidated financial statements are presented in pound sterling, which is the Group's presentation currency.

Transactions and balances

Foreign currency transactions are translated into the relevant functional currency using the exchange rates prevailing at the date of the transaction. Foreign exchange gains and losses resulting from the settlement of such transactions and from the retranslation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement.

Group companies

The results and financial position of the Chilean entities are recorded in CLP $ and, where relevant of the Australian entities from AUD $, are translated into Pounds Sterling (GBP £), the presentation currency, as follows:

On consolidation, exchange differences arising from the translation of the net investment in the Chilean entities are recognised in "other comprehensive income".  When a foreign operation is sold, the associated exchange differences are reclassified to profit or loss, as part of gain or loss on sales.

Income taxes

Income tax expense consists of current and deferred tax expense. Income tax expense is recognised in the income statement.

Current tax expense is the expected tax payable on the taxable income for the year, using tax rates enacted or enacted substantively at the period end, and adjusted for amendments to tax payable with regards to previous years.  The tax rates that apply in each foreign jurisdiction are disclosed in Note 7

Deferred tax assets and liabilities are recognised for future tax consequences attributable to differences between the carrying amounts of existing assets and liabilities on the Statement of Financial Position and their respective tax bases. Deferred tax assets and liabilities are measured using the enacted or enacted substantively tax rates expected to apply when the asset is realised, or the liability settled.

The effect on deferred tax assets and liabilities of a change in tax rates is recognised in the income statement in the period that substantive enactment occurs.

A deferred tax asset is recognised to the extent that it is probable that future taxable profits will be available against which the asset can be utilised.

The following temporary differences do not result in deferred tax assets or liabilities:

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax assets and liabilities on a net basis.

Exploration and evaluation assets

Exploration and evaluation assets are capitalised as intangible assets on an individual prospect basis until such time as an economic volume is defined or the prospect is abandoned. No costs are capitalised until the legal right to explore the property has been obtained. When it is determined that such costs will be recouped through development and exploitation, the capitalised expenditure is first tested for impairment, then transferred to tangible assets and depreciated over the expected productive life of the asset.

Costs for a producing prospect are amortised on a unit-of-production method, based on the estimated life of the reserves, while costs for the prospects abandoned are written-off.

Impairment reviews for deferred exploration and evaluation assets are carried out on a project-by-project basis, with each project representing a single cash generating unit. An impairment review is undertaken when indicators of impairment arise but typically when one or more of the following circumstances apply:

Where the Group enters into exploration option agreements with third parties, the Group may acquire or dispose of mineral rights and certain benefits attached to those mineral rights. Since these options are exercisable entirely at the discretion of the optionee, the amounts payable or receivable are not recorded. Option payments are recorded as exploration and evaluation assets when payments are made, or as recoveries when payments are received, either against exploration and evaluation assets or as income within the income statement depending on the nature of the option agreement.

The recoverability of the amounts capitalised for the undeveloped exploration and evaluation assets is dependent upon the determination of economically recoverable ore reserves, confirmation of the Group's interest in the underlying mineral claims, the ability to develop its exploration and evaluation assets, the ability to obtain the necessary financing to complete their development and future profitable production.

Capitalising of people costs

The relevant portion of employee and contractor costs (including the share-based payment charge) incurred for service and activity deemed to relate to the evaluation, technical feasibility and commercial viability of extracting a mineral resource are capitalised.

Environmental rehabilitation

An obligation to incur restoration, rehabilitation and environmental costs arises when environmental disturbances are caused by the exploration or development of exploration and evaluation assets due to statutory, contractual, constructive, or legal obligations.

At the reporting date, the Group has no environmental rehabilitation obligations in Laguna Negro Francisco SpA, Laguna Escondida SpA, Laguna Brava SPA, Atacama Tierras Blancas SpA, or Atacama Salt Lakes SpA; as such, no provision has been recognised in the Group's financial statements.

The Directors review annually for changes in regulatory requirements with respect to environmental rehabilitation obligations.

Impairment

At the end of each reporting period, the carrying amounts of the Group's assets are reviewed to determine whether there is any indication that those assets are impaired. If any such indication exists, the recoverable amount of the asset is estimated to determine the extent of the impairment, if any.

The recoverable amount is the higher of fair value less costs to sell and value in use. Fair value is determined as the amount that would be obtained from the sale of the asset in an arm's length transaction between knowledgeable and willing parties. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount and the impairment loss is recognised in the income statement.

For an asset that does not generate independent cash inflows, the recoverable amount is determined for the cash generating unit to which the asset belongs.

Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash generating unit) is increased to the revised estimate of its recoverable amount, but to an amount that does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash generating unit) in prior years.  A reversal of an impairment loss is recognised immediately in the income statement.

Financial instruments

Where applicable, the Directors classify the Group's financial assets in the following categories:

The classification depends on the purpose for which the financial assets were acquired. The classification of the Group's financial assets is determined at initial recognition and depends on the nature and purpose of the financial instrument.

Financial assets carried at fair value through income statement are recognised and recorded initially at fair value and transaction costs are expensed in the income statement.

Liquidity risk

Liquidity risk is the risk that the Group will not be able to meet its obligations as they become due. The Group's ability to continue as a going concern is dependent on the Directors' ability to raise the funds required. The Group has no regular cash inflow from its operating activities.

The Directors manage the Group's liquidity risk by:

Failure to realise additional funding, as required, could result in the delay or indefinite postponement of further exploration of the Group's mineral properties and could result in the Group being unable to meet the continued listing requirements following admission to the London Stock Exchange.

All the Group's liabilities are on demand or fall due in less than one year.

Foreign currency risk

The Group has its only significant exposure to foreign currency risk through expenditures incurred on the Chilean entities' exploration and evaluation assets in Chile, denominated in Chilean Pesos.  Cash balances held within the Group entities are denominated in their respective functional currencies although US dollar accounts are also held for ad hoc expenditure denominated occasionally in US dollars; the financial instruments denominated in US dollars held by the Group are minimal at each reporting year.

A 10% movement in the GBP £ / CLP $ exchange rates would increase/(decrease) net assets of the Group by the amounts shown below. This analysis assumes that all other variables, in particular interest rates, remain constant.

Commodity price risk

Fluctuations on prevailing commodity market prices present a possible risk for the Group.  Such commodity prices could impact the cost of power for production processes and the market price for battery-grade lithium carbonate.  The pre-production status of the Group means exposure to these risks has minimal financial impact on the Group.  The Group does not use commodity forward contracts and futures to hedge against price risk in commodities as they are not yet appropriate for the Group.

Loans and receivables

Other receivables and borrowings that have fixed or determinable payments that are not quoted in an active market are classified as "loans and receivables". "Loans and receivables" are recognised initially at the transaction value and carried subsequently at amortised cost less impairment losses. The impairment loss of receivables is based on a review of all outstanding amounts at year end.

The Directors have classified the Group's other receivables and borrowings as "loans and receivables".

Share based payments

The fair value of share options or warrants granted is charged to the income statement or capitalised in the statement of financial position, with a corresponding increase in a share-based payment reserve. The fair value of share options is measured at grant date, using the Black-Scholes pricing model, and spread over the period up to the point the vesting condition is met.  Upon exercise, the share-based payment reserve is released to the accumulated profit or loss. The warrant instruments granted to any counterparty are measured and recognised in the same way as share options at the date of issue.

Other financial liabilities

"Other financial liabilities" are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, with interest expense recognised on an effective yield basis. The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expenses over the corresponding period. The effective interest rate is the rate that exactly discounts estimated future cash payments over the expected life of the financial liability, or, where appropriate, a shorter period.

The Directors have classified the Group's other payables as "other financial liabilities".

4.     SIGNIFICANT ACCOUNTING ESTIMATES AND JUDGEMENTS

The preparation of financial statements confirming with adopted IFRSs requires the Directors to make judgements, estimates and assumptions that affect the reported amounts of assets and liabilities, as well as the disclosure of contingent assets and liabilities as at the reporting date and the reported amount expenses during the period.  Actual outcomes may differ from those estimates. The key sources of uncertainty in estimates that have a risk of causing material adjustment to the carrying amounts of assets and liabilities, within the next financial year, are the impairment of assets and the Group's going concern assessment, as described in note 2.  In addition, judgement is required to be exercised in determining a functional currency, including assessing the underlying transactions, events and conditions which are relevant to an entity.

Impairment

The Directors apply significant judgment in assessing each of the Group's cash-generating units and assets for the existence of indicators of impairment at the reporting date. Internal and external factors are considered in assessing whether indicators of impairment are present that would necessitate impairment testing. The indicators of impairments and their assessment are set out in Note 11. 

VAT receivables

Included within trade and other receivables is an amount approximately £1.8 million in Chilean VAT recoverable.  Although the Chilean VAT is expected to be eligible for refund in future, due to the uncertainty over the timing 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, as disclosed in note 12. 

5.     ADMINISTRATION EXPENSES

Administration expenses in the year to 31 December 2023 totalled £5.9 million, of which approximately £1.8 million reflects non-cash items.  More specifically, approximately £1.2 million reflects a provision made against VAT in Chile which CleanTech being able to recover once production starts (Note 12 provides further detail).  In addition to the non-cash VAT provision, approximately £0.5 million has been recorded as a share-based payments for share options awarded to staff and contractors (further detail is set out in Note 14). 

Of the £4.2million in cash costs, approximately £1.2 million relates to staff costs (2022: £1.1 million), £0.7 million relates to promotion, public and investor relations (2022: £0.3 million), approximately £0.6 million relates to travel (2022: £0.1 million), £0.8 million relates to legal and professional support (2022: £1.4 million), and approximately £0.5 million relates to listing and compliance and insurance costs(2022: £0.2 million), the balance of £0.4 million comprises a variety of other and general administrative costs (2022: £0.1 million).

6.     STAFF AND DIRECTORS

During 2023 the Group's the average number of employees increased as operational requirements expanded, but notably was essentially unchanged from where the Group's number of employees (a number which includes longer-term consultants) was at the end of 2022.

During 2023, the Board also expanded following the appointment of two Non-Executive Directors; details of those appointments are set out in further detail in both the Strategic Report and Governance sections of this Annual Report. 

Details of Directors remuneration are set out Directors' Remuneration section on page 37 in the report.

7.     INCOME TAX

The accrued income tax expense continues to be £nil as the Group remains in a loss-making position. 

Income tax expense

Reconciliation of the tax expense

The standard rate of corporation tax in Jersey is nil % (2022: nil %) which differs from the tax rates in foreign jurisdictions as follows: Chile tax rate of 27% (2022: 27%); and U.K. tax rate of 19% (2022: 19%).

Notwithstanding the Group has cost centres in several tax jurisdiction, for tax reconciliation purposes, the Directors have decided to use the Chilean corporate tax rate as most appropriate given the operations and future production of the Group is located in Chile.

Not all losses incurred are allowable for taxation purposes.  At 31 December 2023, the Group had £ 3,469,383 of accumulated tax losses (2022: £ 2,239,798).  An indefinite carry-forward of net operating losses is permitted under Chilean tax rules.  Losses mainly relate to those incurred by the Chilean entities, which are not expected to be transferrable to UK or JE jurisdictions. 

No deferred tax asset is recognised on these losses due to the uncertainty over the timing of future profits and gains.

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.

Diluted loss per share assumes conversion of all potentially dilutive Ordinary Shares arising from the share options schemes and warrant instruments detailed in Note 14. 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.

9.     SEGMENTAL INFORMATION

The Group operates in a single business segment, being the exploration and evaluation of mineral properties. These activities are undertaken in Chile, alongside administrative operations in the U.K., Jersey and formerly in Australia.

10.   WIND UP OF AUSTRALIAN ENTITIES

On 25 March 2022 the Australian Entities were wound-up and formally deregistered.  There has been no net change to the overall economic substance of the Group, nor had there been a change to the ultimate beneficial owners of the Group arising from the corporate restructurings which ultimately led to the deregistrations of the Australian entities. 

11.   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.

Of the additions, approximately £0.5 million is non-cash in nature, which reflects the accounting adjustment for share-based payments made to staff and contractors, about which further detail is set out in Note 14

Impairment assessments

The Directors assess for impairment when facts and circumstances suggest that the carrying amount of an exploration & evaluation asset (E&E) may exceed its recoverable amount. In making this assessment, the Directors have regard to the facts and circumstances noted in IFRS 6 paragraph 20. In performing their assessment of each of these factors, at 31 December 2023, the Directors have:

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. 

In 2024, the DLE pilot plant was commissioned, consequently the Directors will consider whether expenditure relating to the DLE pilot plant should be reclassified as tangible assets in 2024.  However, at 31 December 2023, expenditure related to DLE had been classified as intangible pending confirmation as to its technical and commercial feasibility.

12.   TRADE AND OTHER RECEIVABLES

Prepayments and deposits largely reflect prepayments with respect to with capital projects in Chile and prepaid insurance and other commercial subscriptions which renew variously and annually as well as office rental deposit amounts paid. 

Although VAT shows a balance of approximately £13,000 at 31 December 2023, at that date approximately £1.8 million in Chilean VAT recoverable is not shown in the table above.  Although the Chilean VAT is expected to be eligible for refund in future, due to the uncertainty over the timing 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 £1.2 million provision has been reflected in the income statement for the year ended 31 December 2023 (£0.6 million in 2022). 

Other receivables comprise multiple smaller working capital balances.

13.   SHARE CAPITAL

Share capital

In 2022, CTL Plc completed its formal acquisition of the Underlying Group through a share- for-share agreement with the shareholders of CTL Ltd. In addition, shares were issued by CTL Plc as a part of the IPO placing, and as a part of the placing which completed in November 2022. Of the share capital raised, approximately £1.0 million was offset by fundraising commissions.

In 2023, approximately £0.4 million was raised through the exercise of share options from a previous employee (see Note 14).  In addition, CTL Plc completed a fundraise of approximately £8.5 million, which included £0.1 million of non-cash settled share based payments, and of which approximately £0.6 million was offset by fundraising commissions. 

14.   SHARE BASED PAYMENTS

During the year ended 31 December 2023, share options have been granted to certain Directors, staff and suppliers. 

In addition, during the year, 1,100,000 share options were exercised by a former employee at an exercise price of 36p per share, giving rise to a £396,000 cash inflow to the Company.

All warrants have vested, the outstanding share options have various vesting conditions, some of which have vested, others which have not.

All options and warrants are granted in the Company's name.  Share options granted have a weighted average exercise price of 47 pence and warrants granted have a weighted average exercise price of 33 pence.

The accounting standards and CTL's accounting policies provide that the cost of issuing equity instruments (warrants or share options) is measured at its fair value.  In the case of share options, fair values are charged to the income statement or the exploration asset, with a corresponding increase in equity. The fair value of share options is measured at grant date, using a Black-Scholes pricing model and spread over the period during which the employee becomes unconditionally entitled to the award (the vesting period). The charge is adjusted to reflect the expected number of shares or options that vest.  The fair value of each option granted in the period was estimated using the Black Scholes option pricing model with the following assumptions:

The fair value of warrants is also measured at grant date, using a Monte Carlo simulation where vesting dates depend on performance related criteria, or using the Black-Scholes pricing model where more appropriate.  As with the treatment of share options, the fair value is spread over the period during which the warrant holder has entitlement to the award. The charge is adjusted to reflect the number of warrants that vest.  In the case of warrants, fair values are charged to an equity reserve.

The total share option fair value charge for year ended 31 December 2023 is £1,060,152 (£588,713 in 2022), of which approximately £528,000 has been recorded in the income statement as a non-cash employee expense; the balance has been recorded within E&E.  The total warrant fair value charge for year ended 31 December 2023 is approximately £3,074,000 (2022: £989,114). 

All of the warrants granted during the year vested on or shortly after the grant date.  The warrants which were awarded to subscribers of the two-tranche placing and open offer which was approved by shareholders and completed on 14 December 2023 have a vesting date of 14 December 2024 and expire on the second annual anniversary.  Broker warrants issued as a part of the two-tranche placing during the period had a vesting date of 15 December 2024 and expire on 15 December 2028.

As noted, these fair value estimates are non-cash accounting entries. 

15.   CONTINGENT LIABILITIES

Laguna Verde Option Agreement

At 31 December 2023, the Group held an indirect interest in the Laguna Verde concessions pursuant to the Laguna Verde Option Agreement which was entered into on 23 April 2021.  Pursuant to the Option Agreement, the Vendors have granted Atacama Salt Lake SpA (Atacama) the option to purchase the concessions at any time prior to the expiry of the agreement, being 20 April 2026.

In consideration for the grant of the Option, Atacama is required to make payments to the vendors comprising: (i) a fixed price of US$334,000 (of which US$204,000 has been paid as at 30 June 2023, with the balance payable in annual instalments); and (ii) a variable price, as calculated in reference to the valuation of lithium carbonate and other commercially extractable products from the concessions. The variable price is payable with a mix of cash and shares as follows: 20% payable in cash and 80% payable through the issue of shares in CleanTech Lithium Plc. The minimum variable price payable under the Option Agreement is USD $3.5 million.  Atacama may discard the option to purchase the relevant Laguna Verde properties and in the event of such a decision no further payments would be due.

Subsequent to the year end, the Company announced the buy-out of the LV option agreement.  This buy-out formalises CleanTech's legal ownership of the mining concessions of interest in the Laguna Verde asset, details of which are set out in Note 21.;

16.   PAYABLES, PROVISIONS AND ACCRUALS

Trade and other payables include routine trade creditors.

The provisions balance largely reflects the provision for taxes associated on the expenses classified as Director fees for Mr Boitano. Prior to 2021, Mr. Boitano provided ad hoc financing support to the Group to fund working capital and exploration and evaluation expenditure. Related party transactions involving Mr. Boitano comprised settlements of liabilities on behalf of the Group or on behalf of Mr. Boitano and transfers by Mr. Boitano to or from the Group under informal finance arrangements. No such funding arrangements were made between the Group and Mr. Boitano after 2020. In historical periods, net amounts owing to the Group were waived and expensed to the Income Statement and totalled approximately £33,000 in 2020. These amounts were classified as Director fees and a provision for taxes relating to same was made. Any amounts advanced by or to Mr. Boitano were deemed repayable on demand and did not carry an interest rate.

Other taxes and social security balances largely relate people-related costs and taxes balances at the period end.

Accruals include routine accruals for professional services rendered not invoiced at period end.

17.   OTHER RESERVES

Foreign exchange reserve

The foreign exchange reserve represents the differences arising on the translation of transactions from the functional currencies.

Accumulated losses

The accumulated losses represent the consolidated losses of the Group. Movements during the year represent the consolidated comprehensive loss for that year.

18.   CAPITAL MANAGEMENT

The capital of the Group consists of the items included within "equity" on the Statement of Financial Position. The Directors manage the Group's capital structure based on the nature and availability of funding and the timing of expected or committed expenditures. The Directors' capital management policy is to maintain sufficient capital to support the acquisition, exploration and future development of the Group's exploration and evaluation assets and to provide sufficient funds for the Group's corporate activities.

The Group's exploration and evaluation assets are in the exploration phase of development, consequently, the Group is unable to finance its operations through production revenues. The Group has relied historically on equity financings and on debt funding, or a combination thereof, to finance its activities. The Directors project the Group's future capital requirements by planning the exploration and future development activities to be undertaken on its exploration and evaluation assets and assessing the level of corporate activities that are necessary to support the growth and development of the Group. The Group is not subject to any capital requirements imposed externally.

19.   RELATED PARTY TRANSACTIONS

At the year end, Company had one receivable owing from one of the directors totalling approximately GBP £18,000 which has been fully repaid in January 2024.  There were no related party transactions during the year other than transactions with Directors as disclosed in the Directors remuneration section of the report on page 30.  In addition, during the year, one month's fees for one of the directors was settled in shares. In 2022, the Company procured professional photographs of the Board for publication purposes from a related party of one of the Directors. The transaction had a value of £750 and was paid in full in 2022.

20.   SUBSIDIARY UNDERTAKINGS

At 31 December 2023, CleanTech Lithium Plc has the following subsidiary undertakings, all of which are wholly owned, directly or indirectly:

CleanTech Lithium Ltd acts as holding company (for the Chilean entities) and management service provider to the Group.  CLS Chile SpA primarily acts as service provider to the other Chilean entities, which are themselves are asset and mining licence companies.

The financial information presented by the Group in this report also contains information relating to the two Australian entities, noting these were wound-up and formally deregistered on 25 March 2022.  There been a change to the ultimate beneficial owners of the Group arising from the corporate restructurings and subsequent deregistrations of the Australian entities.

21.   SUBSEQUENT EVENTS

Matters relating to events occurring since Period end are reported in the section entitled Chairman Statement and set out below:

On 12 April 2024, the Company announced it had accepted the resignation of Aldo Boitano as CEO and director of the Company with immediate effect.  This announcement followed his suspension after he failed to disclose entered into a loan agreement with a financial institution, under which he agreed to provide security over ordinary shares which he had held in his name.  Steve Kesler will continue as CEO on an interim basis to ensure no impact on the Company's ongoing activities.  To ensure continuity, Steve Kesler, as Executive Chairman has been working closely with Mr Boitano and is well placed to ensure ongoing continuity and progress.

On 22 April 2024 the Company announced it had completed the planned acquisition of the 23 Laguna Verde licences previously subject to an option agreement resulting in the Company securing full ownership, as well as control, of the full 108 mining licences comprising the Laguna Verde project. 

Also on 22 April 2024, the Company announced it issued convertible loan notes to raise gross proceeds of £1 million for the Company on what the Directors believe are advantageous terms.

On 8 May 2024 the Company announced that, as far as it can determine, Mr Boitano has ceased to hold a beneficial interest in shares in the Company.

On 14 May 2024 the Company announced that the DLE pilot plant had produced high quality eluate with low impurities. DLE primarily acts as a purification stage, recovering lithium chloride from the brine whilst rejecting other impurities. The pilot plant in Copiapó has demonstrated that it can operate at the designed capacity of concentrated eluate production sufficient for conversion to 1 tonne per month of battery grade lithium carbonate. This places CleanTech Lithium at the forefront of exploration companies in Chile and the wider sector, in its ability to make available large samples of lithium carbonate product to potential strategic and offtake partners seeking to start product qualification.

-ENDS-

Glossary