CTL Cleantech Lithium Plc

13 August 2024

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY IN THE UNITED STATES, CANADA, JAPAN, SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF APPLICABLE SECURITIES LAWS. PLEASE SEE THE SECTION ENTITLED "IMPORTANT INFORMATION" TOWARDS THE END OF THIS ANNOUNCEMENT.

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"). IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN MAR) WERE TAKEN IN RESPECT OF THE INITIAL PUBLIC OFFERING IN AUSTRALIA WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF INSIDE INFORMATION (AS DEFINED IN MAR), AS PERMITTED BY MAR. THIS INSIDE INFORMATION IS SET OUT IN THIS ANNOUNCEMENT. THEREFORE, THOSE PERSONS THAT RECEIVED INSIDE INFORMATION IN A MARKET SOUNDING ARE NO LONGER IN POSSESSION OF SUCH INSIDE INFORMATION RELATING TO THE COMPANY AND ITS SECURITIES.

CLEANTECH LITHIUM PLC

SUBMISSION OF ASX LISTING PROSPECTUS, PROPOSED FUNDRAISING TO RAISE UP TO A$20M AND NOTICE OF GENERAL MEETING

CleanTech Lithium PLC (AIM:CTL, Frankfurt:T2N, OTCQX:CTLHF) ("CTL" or "the Company"), is advancing sustainable lithium projects in Chile, and is pleased to announce the formal commencement of its initial public offering of Chess Depositary Interests ("CDIs") and seeking a dual-listing on the Australian Securities Exchange ("ASX") under the same ticker as on AIM 'CTL' ("Fundraising" or "dual-listing"). The Fundraising is made pursuant to CTL's prospectus ("Prospectus"), which was lodged with the Australian Securities and Investments Commission today ("ASIC") and is available to read, subject to certain access restrictions, here: https://ctlithium.com/investors/. CTL will apply for admission to the Official List of the ASX in the coming days and such admission is expected to occur on or around 24 September 2024. Application will also be made for the admission to trading on AIM at the same time for the new shares being issued.

Information on the notice of a general meeting to be convened in connection with the Fundraising is set out at the end of this announcement ("Notice of GM").

Highlights

·      CleanTech Lithium is a leader in the exploration and development of Direct Lithium Extraction (DLE) based lithium brine projects in the key lithium producing jurisdiction of Chile, where use of DLE is strongly encouraged by the Chilean government to increase lithium production

·      The Company has been listed on AIM since March 2022 where it has developed a supportive, long-term investor base

·      CTL has today lodged a Prospectus for a proposed dual-listing on the ASX in conjunction with which it is intending to raise of up to A$20M

·      ASX is a natural fit for CTL to dual-list and grow as its current shareholder base features Australian shareholders including Regal Funds Management at ~15%

·      An Australian listing will further diversify the shareholder register and provide an additional funding avenue

·      The admission to the ASX is expected to occur on or around 24 September 2024*

·      CTL is posting today a circular to its shareholders setting out resolutions to be put forward at the General Meeting to be held on 2 September 2024 at 11.00am

·      Application will be made for the admission to trading on AIM at the same time for the New Ordinary Shares being issued under the Fundraising

·      CTL's flagship project is Laguna Verde where a pre-feasibility study is underway and is expected to be completed by end 2024, subject to satisfactory completion of the Fundraising

·      In 2023 CTL completed scoping studies for Laguna Verde and the Company´s second project, Viento Andino, which showed lowest quartile operating costs and robust economics for a potential 20,000tpa lithium carbonate operation at each project

·      Additional exploration upside includes the Arenas Blancas project located within the Salar de Atacama basin, the world´s largest lithium production base

·      The Prospectus also contains two Competent Person's Reports which include information and data published by the Company since its AIM listing in March 2022

·      CTL has a sector leading DLE pilot plant in Chile with a capacity of one tonne per month of lithium carbonate equivalent (LCE)

·      The Company is on track to produce significant quantities of battery-grade lithium carbonate in the second half of 2024 for product qualification testing by potential customers

·      CTL is headed by Executive Chair Steve Kesler, a 45-year mining veteran and a prominent figure in Chile´s mining industry having led Collahuasi and the expansion of Escondida to be the world's two largest copper mines and held senior roles at Rio Tinto and Billiton

* the date is indicative only and may change without notice

Statement from Executive Chair and Interim CEO Steve Kesler:

"CleanTech Lithium is positioning itself to become a leading supplier of battery-grade lithium to the growing EV and energy storage market to support the global energy transition.

"We're excited of the prospect to join the ASX which is home to many of the world's leading lithium companies. In addition to our existing AIM listing, the dual-listing in Australia will provide us with access to a broader collection of security holders and stakeholders who have a deep understanding of the lithium industry and its importance in supporting the world's ambitions for net-zero. We are looking forward to introducing CTL to the Australian market, providing Australian investors the opportunity to invest in an emerging producer of battery grade lithium from a country with an established lithium industry, an FTA with the USA and a preferential trade agreement with the EU.

"Our two core projects host, in aggregate, total resources of more than 2.7 million tonnes of LCE and we are advancing the use of DLE technology, which features much higher recovery rates and less environmental impact compared to conventional forms of lithium extraction. We are also aiming to be powered by renewable energy once in production, utilising Chile's excellent renewable energy resources including in the region of our projects.

"Harnessing DLE and renewable energy positions CTL to be a leader in a more efficient method of producing lithium in Chile, and we believe this will give us an advantage in supplying a premium lithium product to the market."

Further Information

As noted above, in connection with the Company's proposed dual-listing on the ASX, the Company's Fundraising seeks to raise a minimum of A$10 million ("Minimum Subscription") and a maximum of A$20 million (before costs), by the issue of Chess Depositary Interests ("CDIs") (each CDI represents one fully paid ordinary share of the Company ("New Ordinary Share") at an issue price of A$0.30 per CDI, together with one free attaching option exercisable at $0.375 on or before the date that is 18 months from the date of issue ("Attaching Option") for every CDI subscribed for and issued ("Public Offer").

The Fundraising is being conducted at the issue price of A$0.30 (being the equivalent to £0.1579)*, which represents a discount of approximately 7.1 per cent to the closing price per Ordinary Share on 12 August 2024. The Attaching Option at A$0.375 represents a premium of 25% to the issue price of A$0.30. 

Fox Davies Capital Limited ("Fox Davies") and CLSA Australia Pty Ltd ("CLSA") are acting as joint lead managers (together being the "Joint Lead Managers") in connection with the Fundraising.

In connection with the Fundraising, Fox-Davies will be issued with options ("Fox-Davies Options") under the Prospectus. Refer to the 'Details of the fundraise' section below for further details.

CleanTech Lithium's ordinary shares ("Ordinary Shares") have been admitted to trading on London's AIM market ("AIM") since March 2022.  

Investors, who qualify for participation in the offering of securities under the Prospectus, should consider the Prospectus in deciding whether to participate in the Fundraising. Investors wishing to subscribe for the CDIs and Attaching Options will need to complete the application form that will accompany the Prospectus. A copy of the Prospectus can be downloaded from CTL's website, www.ctlithium.com, subject to certain access restrictions.

The proceeds of the Fundraising are intended to be applied towards the development of the Company's suite of projects in Chile, primarily the completion of the Pre-Feasibility Study at the Laguna Verde Project and ongoing operations at the DLE pilot plant, which is producing battery-grade lithium carbonate. CTL's projects are centred in an area of northern Chile dubbed the "lithium triangle" which is shared with Argentina and Bolivia. CTL aims to become a leading producer and supplier of "green" battery-grade lithium to the Electric Vehicle and Energy Storage market by utilising advanced environmentally-sensitive processing technology powered by renewable energy.

The Directors believe that the ASX market benefits from a strong understanding of the mining industry and lithium sector with deep pools of capital available for good projects and where many of the Company's lithium peers are listed.  

In particular, the Directors are of the view that the Company's proposed ASX listing will:

·   Facilitate additional Australian investors' ability to trade in the Company's securities, broaden the Company's shareholder base, while also building on the strong support received from investors in Europe to date;

·   Increase the Company's profile in the Australian market with increased analyst and media coverage; and

·   Expose the Company to the large pool of funds available for investment in Australia, which have a significant appetite for resource companies.

The Prospectus was filed with ASIC on 13 August 2024 ("the Prospectus Date"), and ASX Admission is expected to occur on or around 24 September 2024 (the date is indicative only and may change without notice). If the ASX does not grant permission for Official Quotation within three months of the Prospectus Date (or within such longer period as may be permitted by ASIC) none of the New Ordinary Shares pursuant to the Prospectus offered in connection with the Fundraising will be issued. There is no guarantee that the Company will list on ASX or be granted approval to do so.

Use of Proceeds

The proceeds of the Public Offer will be applied towards:

• Completion of the PFS, drilling and hydrogeology works at the Laguna Verde Project;

• Hydrological and metallurgical studies and further DLE pilot plant testing;

• Community relations programme;

• Laguna Verde Project licence payment to LV Vendors; and

• Operational and corporate costs and costs of the Public Offer.

A table setting out further detail of the proposed use of funds is set out in Section 1.11 in the Prospectus.

Details of the fundraise

The Fundraising is being conducted by way of an offering a minimum of 33,333,334 CDIs (equivalent to 33,333,334 New Ordinary Shares) at an issue price of A$0.30 per CDI to raise a minimum of A$10 million (before costs) and up to a maximum of 66,666,667 CDIs (equivalent to 66,666,667 New Ordinary Shares) to raise a maximum of A$20 million (before costs). Investors will also be issued with one Attaching Option for every CDI subscribed for and issued.

The Fundraising will be open to institutional investors in various jurisdictions (including Australia and the United Kingdom) and to members of the public generally in Australia and is not available to retail investors in the UK.

The total maximum number of Ordinary Shares on issue following completion of the Fundraising on an undiluted basis is expected to be between 178,495,660 and 211,828,993 Ordinary Shares (depending on the level of take-up under the Fundraising).  Further details of the rights attaching to CDIs and New Ordinary Shares is set out in Section 7.2 of the Prospectus, and the terms and conditions of the Attaching Options are set out in Section 7.10 of the Prospectus.

The Fundraising is not underwritten.

The Company has appointed Fox-Davies and CLSA as joint lead managers in connection with the Fundraising.  The Joint Lead Managers will be paid certain fees and commissions in connection with the Fundraising and Fox-Davies will be issued with the Fox-Davies Options (see Section 5.3 of the Prospectus for further details).

Conditions to the Fundraising

The Fundraising is conditional upon the following events occurring:

·    the Company raising the Minimum Subscription;

·    ASX granting conditional approval for the Company to be admitted to the Official List of ASX (subject to such conditions as are acceptable to the Company);

·    Admission to trading on AIM of the New Ordinary Shares representing CDIs pursuant to the Fundraising ("AIM Admission");

·    Shareholder approval at a general meeting ("General Meeting") of the following resolutions (i) the issue of the New Ordinary Shares under the Fundraising at the General Meeting; and (ii) the amendment of the Articles to extend the exempt transfer provision (for the purposes of the disclosure of interests in Ordinary Shares) to transfers of CDIs on ASX ("Conditional Resolutions"). Further information on the General Meeting is set out in this announcement; and

·    the Jersey Financial Services Commission granting its consents under (i) Article 2 of the Control of Borrowing (Jersey) Order 1958 to the issue of the Ordinary Shares underlying the CDIs; and (ii) Article 4 of the Control of Borrowing (Jersey) Order 1958 to the issue of the Attaching Options and the Fox-Davies Options ("COBO Consent").

If these conditions are not satisfied, the Fundraising will not proceed. 

Settlement and dealings

Application will be made to AIM for the New Ordinary Shares to be admitted to trading on AIM. It is expected that AIM Admission will become effective on or around 16 September 2024, with ASX Admission to become effective on or around 24 September 2024.

These dates are indicative only and may change without notice. The Company (in consultation with the Joint Lead Managers) reserves the right to vary any and all of the above dates without notice, subject to the Corporations Act, the ASX Listing Rules. the AIM Rules and other applicable laws.

The New Ordinary Shares will, when issued and fully paid, rank pari passu in all respects with the Existing Ordinary Shares including the right to receive dividends and other distributions declared, made or paid after the date of their issue.

Notice of GM

The General Meeting is being held to approve the Conditional Resolutions and to renew the Company's existing share authorities. The Notice of GM and shareholder circular will be posted to shareholders today and will be made available on the Company's website at www.ctlithium.com.

The General Meeting is set to be held at CleanTech Lithium PLC, de Carteret House, 7 Castle Street, St Helier, Jersey, JE2 3BT on Monday 2 September 2024 at 11.00am.

*GBPAUD FX rate assumed at £1.00 = A$1.90

Notes

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

IMPORTANT INFORMATION

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 or the ASX Listing 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 Fundraising or otherwise.

The price of the CDIs and/or ordinary 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 CDIs in certain jurisdictions may be restricted by law. No action has been taken by the Company or the Joint Lead Managers 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 Joint Lead Managers 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 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 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.

The Prospectus referred to herein does not constitute an offer or any part of any offer of transferable securities to the public within the meaning of section 102B of the Financial Services and Markets Act 2000 (as amended) ("FSMA") or otherwise. Accordingly, this Prospectus does not constitute a prospectus for the purposes of section 85 of the FSMA or otherwise, and has not been drawn up in accordance with the UK Prospectus Regulation (EU) 2017/1129 (as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018) or filed with or approved by the Financial Conduct Authority ("FCA").

Beaumont Cornish Limited ("Beaumont Cornish") is the Company's Nominated Adviser and is authorised and regulated by the FCA. Beaumont Cornish's responsibilities as the Company's Nominated Adviser, including a responsibility to advise and guide the Company on its responsibilities under the AIM Rules for Companies and AIM Rules for Nominated Advisers, are owed solely to the London Stock Exchange. Beaumont Cornish is not acting for and will not be responsible to any other persons for providing protections afforded to customers of Beaumont Cornish nor for advising them in relation to the proposed arrangements described in this announcement or any matter referred to in it.