Results of Placing, Issue of Equity and TVR

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.

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.