TIDMCTL
RNS Number : 3028U
CleanTech Lithium PLC
22 November 2023
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").
CleanTech Lithium PLC
("CleanTech" or the "Company")
Results of Placing
CleanTech Lithium PLC ("CTL", "CleanTech Lithium" or the
"Company"), an exploration and development company advancing
sustainable lithium projects in Chile for the clean energy
transition, is pleased to announce the results of the Placing
announced on 21 November 2023 (the "Launch Announcement"). The
Placing has conditionally raised gross proceeds of GBP 8 million
and was increased from the original minimum fundraise target due to
significant investor demand. The additional capital raised will
provide flexibility for additional technical work at Laguna Verde
and drilling at Francisco Basin.
Results of the Placing
The Placing has conditionally raised gross proceeds of GBP8
million. A total of 36,363,638 Placing Shares will therefore be
issued pursuant to the Placing representing approximately 25 per
cent. of the Company's enlarged ordinary share capital following
the admission of the Placing Shares to trading on AIM.
The Placing comprises 14,124,466 Firm Placing Shares together
with 7,062,233 Warrants, and 22,239,172 Conditional Placing Shares
and 11,119,586 Warrants which will be issued to new and existing
institutional investors procured by Fox-Davies Capital Limited and
Canaccord Genuity Limited (together the "Joint Bookrunners"), at
the Issue Price. The Conditional Placing is conditional, inter
alia, on shareholder approval.
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.
Related Party
As a part of the Placing and on the same terms as all other
Placees, Regal Funds(1) , which is currently interested in more
than 10 per cent. of the Company's issued share capital and
therefore a Related Party under the AIM Rules, has agreed to
subscribe for approximately GBP 1,200,000 , thereby maintaining its
current interest in the Company on the enlarged basis. 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.
(1) Regal 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
Director participation
The Directors have agreed to subscribe for the following
Conditional Placing Shares:
Director Number of Conditional Number of Warrants Value (GBP)
Placing Shares
Steve Kesler 368,182 184,091 81,000
====================== =================== ============
Gordon Stein 113,638 56,819 25,000
====================== =================== ============
Tommy McKeith 454,546 227,273 100,000
====================== =================== ============
Jonathan Morley-Kirk 113,638 56,819 25,000
====================== =================== ============
Maha Daoudi 279,092 139,546 61,400
====================== =================== ============
General Meeting and Posting of Circular
The Conditional Placing is subject to shareholder approval at
the General Meeting, expected to be held on 14 December 2023. The
Company expects to publish, on or about 23 November 2023, a
shareholder circular to convene the General Meeting and a further
announcement will be made in due course. The Circular will also
contain details of the Open Offer details of which including the
timetable and Record Date will be announced separately.
Admission and Trading
Application will be made to the London Stock Exchange for the
Placing Shares to be admitted to trading on AIM. It is currently
expected that the admission of the Firm Placing Shares will become
effective, and trading of the Firm Placing Shares will commence on
AIM, at 8.00 a.m. on 27 November 2023 and that, subject to the
necessary resolutions being passed at the General Meeting, it is
anticipated that admission of the Conditional Placing Shares will
become effective, and trading of the Conditional Placing Shares
will commence on AIM, at 8.00 a.m. on 15 December 2023.
Words and expressions defined in the Launch Announcement shall
have the same meaning in this announcement.
Steve Kesler, Chairman of CleanTech Lithium Plc, commented:
"Thank you to all the investors, including directors, 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 sustainable lithium
projects in Chile.
The new funds will be focused on the development of the Laguna
Verde project and provide flexibility for additional drilling at
Francisco Basin. A drilling campaign will start imminently to
upgrade the lithium resource estimate, with more resource being
categorised as Measured and Indicated. The Pre-Feasibility Study
(PFS) for Laguna Verde is well underway and the funds will ensure
its completion and announcement to the market. Allocated funds will
also see the commissioning and running of the Direct Lithium
Extraction (DLE) Pilot Plant and production of battery grade
lithium carbonate. The final components arrived in our facility in
Copiapó recently and the plant is expected to be commissioned
before the end of this year.
Investors will know we have been one of the most active
companies in Chile using DLE to establish ourselves as a leading
lithium developer. We have seen from CleanTech Lithium's recent
visit to China to meet DLE operators and from strategic investments
into DLE by major corporations that DLE for lithium production is
moving into the mainstream.
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. We invite any other existing shareholders to
participate in the Open Offer as the Board felt it was appropriate
to make this opportunity available. "
For further information visit www.ctlithium.com or contact
the following:
CleanTech Lithium PLC
Aldo Boitano Jersey office: +44 (0) 1534
Gordon Stein 668 321
Chile office: +562-32239222
Or via Celicourt
Celicourt Communications +44 (0) 20 8434 2754
Felicity Winkles/Philip Dennis cleantech@celicourt.uk
Beaumont Cornish Limited
(Nominated Adviser)
Roland Cornish/ Asia Szusciak +44 (0) 207 628 3396
Fox-Davies Capital Limited
(Joint Broker & Bookrunner) +44 20 3884 8450
Daniel Fox-Davies daniel@fox-davies.com
Canaccord Genuity Limited
(Joint Broker & Bookrunner)
James Asensio
George Grainger
Sam Lucas +44 (0) 207 523 4680
Expected Timetable of Principal Events
The times and dates set out below are subject to change, and may
be adjusted by the Company in consultation with the Joint
Bookrunners. The timetable below also assumes that the Resolutions
are passed at the General Meeting without adjournment. In the event
of any significant changes from the below expected timetable,
details of the new times and dates will be notified to Shareholders
by an announcement on a Regulatory Information Service.
2023
Publication of Circular 23 November
First Admission effective and dealings in 8.00 a.m. on 27 November
the Firm Placing Shares expected to commence
on AIM
CREST accounts credited in respect of Firm 8.00 a.m. on 27 November
Placing Shares and attached Warrants in
uncertificated form
General Meeting 10.00 a.m. on 14
December
Expected announcement of results of the 14 December
General Meeting and the Open offer
Second Admission effective and dealings 8.00 a.m. on 15 December
in the Conditional Placing Shares and the
Open Offer Shares expected to commence on
AIM
Where applicable, expected date for CREST 8.00 a.m. on 15 December
accounts to be credited in respect of Conditional
Placing Shares, Open Offer Shares and attached
Warrants in uncertificated form
Where applicable, expected date for despatch within 14 days of
of definitive certificates for Conditional Second Admission
Placing Shares, Open Offer Shares and attached
Warrants
---------------------------------------------------- -------------------------
Note: The Open Offer timetable including Record Date will be
announced in due course
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 Joint Bookrunners
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 Bookrunners 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 joint bookrunner
exclusively for the Company and no one else in connection with the
Placing and will not be responsible to anyone (including any
Placees) 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.
Canaccord Genuity Limited is authorised and regulated by the FCA
in the United Kingdom and is acting as joint bookrunner exclusively
for the Company and no one else in connection with the Placing and
will not be responsible to anyone (including any Placees) 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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END
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(END) Dow Jones Newswires
November 22, 2023 02:14 ET (07:14 GMT)
Cleantech Lithium (LSE:CTL)
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Cleantech Lithium (LSE:CTL)
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