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").
09 October 2024
CleanTech Lithium PLC
("CleanTech" or "CTL" or the "Company")
Results of Placing, PDMR Dealing and Total Voting Rights
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 8 October 2024, which was oversubscribed and scaled back.
Results of the Placing
The Placing raised gross proceeds of £2.5 million through the issue of 22,727,266 new ordinary shares ("Placing Shares") at an Issue Price of 11 pence per share. The net proceeds from the Placing will be applied to CTL's flagship project, Laguna Verde, and critical work programmes to produce battery-grade lithium carbonate for potential strategic partners to test, and for general working capital requirements.
The Placing Shares represent approximately 13.54 per cent. of the Company's enlarged ordinary share capital following the Admission of the Placing Shares to trading on the AIM market of the London Stock Exchange ("AIM"). This has been a necessary interim fundraising as the Company pursues its dual listing on the Australian Securities Exchange ("ASX").
Related Party
As a part of the Placing and on the same terms as all other placees, Regal Funds1, which is currently interested in approximately 15 per cent. of the Company's issued share capital and therefore a Related Party under the AIM Rules, has agreed to subscribe for 1,727,272 Placing Shares. 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.
1Regal 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
Directors Participation
Furthermore, Tommy McKeith, a director of the Company, has participated in the Placing by subscribing for 454,545 Placing Shares for an aggregate value of £50,000. Accordingly, Tommy McKeith is now interested in 909,091 Ordinary Shares representing 0.54 per cent. of the Company's enlarged ordinary share capital following the Admission of the Placing Shares.
Broker Warrants
In connection with the Placing 1,389,388 Broker Warrants have been issued exercisable at a price equal to the Issue Price up until five years from their date of grant, being the date of completion of the Placing.
Admission and Trading
The Placing remains conditional on the admission of the Placing Shares to trading on AIM becoming effective ("Admission"). It is expected that Admission will occur at 8.00 a.m. on 14 October 2024.
Total voting rights
Following Admission, the Company will have a total of 167,889,592 Ordinary Shares in issue. 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 Company's announcement of 8 October 2024 shall have the same meaning in this announcement.
Steve Kesler, Executive Chairman and Interim CEO of 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 the Laguna Verde project and 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.
Investors will know we have been one of the most active companies in Chile using DLE to establish ourselves as a leading lithium explorer and developer. We are completely aligned to Chile's National Lithium Strategy which aims to forge public-private partnerships with sustainable technologies leading the way for lithium extraction in the country.
Our Board would like to take this opportunity to thank all the investors for providing the funding for the Company to meet our planned milestones over the coming months and so deliver value to all our stakeholders."
| For further information contact:
| |
| CleanTech Lithium PLC |
|
| Steve Kesler/Gordon Stein/Nick Baxter | Jersey office: +44 (0) 1534 668 321 Chile office: +562-32239222 |
| | Or via Celicourt |
| Celicourt Communications Felicity Winkles/Philip Dennis/Ali AlQahtani | +44 (0) 20 7770 6424 |
| Beaumont Cornish Limited (Nominated Adviser) Roland Cornish/Asia Szusciak | +44 (0) 20 7628 3396 |
| Fox-Davies Capital Limited (Sole Broker and Bookrunner) | +44 (0) 20 3884 8450 |
| Daniel Fox-Davies |
CleanTech Lithium:
CleanTech Lithium (AIM:CTL, Frankfurt:T2N, OTCQX:CTLHF) is an exploration and development company advancing sustainable lithium projects in Chile for the clean energy transition. Committed to net-zero, CleanTech Lithium's mission is to produce material quantities of sustainable battery grade lithium products using Direct Lithium Extraction technology powered by renewable energy. The Company plans to be a leading supplier of 'green' lithium to the EV and battery manufacturing market.
CleanTech Lithium has two key lithium projects in Chile, Laguna Verde and Viento Andino, and hold licences in Llamara and Salar de Atacama, located in the lithium triangle, a leading centre for battery grade lithium production. The two major projects: Laguna Verde and Viento Andino are situated within basins controlled by the Company, which affords significant potential development and operational advantages. All four projects have direct access to existing infrastructure and renewable power.
CleanTech Lithium is committed to using renewable power for processing and reducing the environmental impact of its lithium production by utilising Direct Lithium Extraction with reinjection of spent brine. Direct Lithium Extraction is a transformative technology which removes lithium from brine, with higher recoveries than conventional extraction processes. The method offers short development lead times with no extensive site construction or evaporation pond development so there is minimal water depletion from the aquifer. www.ctlithium.com
Appendix 1
Notification of Transactions of Directors/Persons Discharging Managerial Responsibility and Connected Persons
| | Details of the person discharging managerial responsibilities / person closely associated | |||||||
| a) | Name | Tommy McKeith | ||||||
| 2 | Reason for notification | |||||||
| a) | Position / status | Non-Executive Director | ||||||
| b) | Initial notification/Amendment | Initial | ||||||
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||||
| a) | Name | CleanTech Lithium Plc | ||||||
| b) | LEI | 213800Y3TN5JQCDA9U59 | ||||||
| 4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||||
| a) | Description of the financial instrument, type of instrument Identification code | Ordinary Shares of GBP 0.01
ISIN: JE00BPCP3Z37 | ||||||
| b) | Nature of the transaction | Share subscription | ||||||
| c) | Price(s) and volumes(s) |
| ||||||
| d) | Aggregated information Aggregate volume Price(s) |
N/A | ||||||
| e) | Date of the transaction | 2024-10-09 | ||||||
| f) | Place of the transaction | Outside a trading venue | ||||||
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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