Result of GM, PDMR Shareholdings & TVR
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CleanTech Lithium PLC (AIM:CTL, Frankfurt:T2N, OTCQX:CTLHF), a company advancing sustainable lithium projects in Chile for the clean energy transition, announces that at the General Meeting held earlier today all resolutions, as set out in a circular dated 23 November 2023 relating to the conditional Placing and the Open Offer to Qualifying Shareholders (the "Circular") were duly passed.
Open Offer
The Open Offer closed for acceptances at 11.00 a.m. on 13 December 2023. Although the Open Offer was oversubscribed by 12.5% at approximately £586,000, the Company was required to scale back valid applications to its maximum allotment allowance of 2,365,188 Open Offer Shares. As such, the Open Offer raised gross proceeds of approximately £520,000.
All valid applications for basic entitlements under the Open Offer have been met in full; excess applications have been scaled back to ensure the maximum allotment allowance of Open Offer Shares was not exceeded.
Consistent with the terms of the Placing, Open Offer Shares have a warrant attached in the ratio of one Warrant for every two Open Offer Shares allotted. Where an odd number of Open Offer Shares were allotted to an applicant, the warrant entitlement was rounded down. Accordingly, a total of 1,182,577 warrants have been granted in connection with the Open Offer.
Fundraising
The Company has raised total gross proceeds of approximately £8.5 million from the Open Offer and Fundraising, as described in the "Results of Fundraising" announcement published on 22 November 2023 and in the Circular.
Result of GM
Details of the results of the poll were as follows:
| Resolution | In Favour | Against | Withheld | |||
|---|---|---|---|---|---|---|
| Votes | % | Votes | % | Votes | ||
| 1 | Authority to allot shares | 36,945,107 | 99.67% | 121,769 | 0.33% | 948,980 |
| 2 | Disapplication of pre-emption rights | 36,920,388 | 99.61% | 145,743 | 0.39% | 949,725 |
Aldo Boitano, Chief Executive Officer of CleanTech Lithium Plc, commented: "Thank you to all our shareholders who participated in the recent Open Offer and to those who voted at our General Meeting. It is encouraging to see an active investor base and your continued support is much appreciated as we develop sustainable lithium projects in Chile. I am particularly pleased that our Open Offer was oversubscribed, a clear vote of confidence for the Company's plans in 2024.
We recently hosted a successful visit to Chile with the Board which involved planning sessions for our 2024 key milestones and a visit to the DLE Pilot Plant at our Copiapó facility. Shareholders can expect an update on this soon."
Admission
Application has been made to London Stock Exchange for a total of 24,604,360 Fundraising Shares comprising 22,239,172 Conditional Placing Shares and 2,365,188 Open Offer Shares to be admitted to trading on AIM on or around 8.00 a.m. on 15 December 2023.
PDMR Dealings
As set out in the announcement published on 22 November 2023 and in the Circular, certain Directors of the Company have agreed to subscribe for the Conditional Placing Shares. Accordingly, as from Admission, their interests in Ordinary Shares will be as follows:
| Director and position | Number of Ordinary Shares held prior to Fundraising | Number of Conditional Placing Shares subscribed for | Number of Warrants granted in connection with subscription for Conditional Placing Shares | Number of Ordinary Shares held following Fundraising | % of Enlarged Share Capital | Total Number of Open Offer Warrants held |
|---|---|---|---|---|---|---|
| Steve Kesler, Executive Chairman | 350,000 | 368,182 | 184,091 | 718,182 | 0.49% | 184,091 |
| Gordon Stein, Chief Financial Officer | 608,037 | 113,638 | 56,819 | 721,675 | 0.51% | 56,819 |
| Tommy McKeith, Non-Executive Director | - | 454,546 | 227,273 | 454,546 | 0.31% | 227,273 |
| Jonathan Morley-Kirk, Senior Non-Executive Director | 340,000 | 113,638 | 56,819 | 453,638 | 0.31% | 56,819 |
| Maha Daoudi, Non-Executive Director | - | 279,092 | 139,546 | 279,092 | 0.19% | 139,546 |
The information contained in Appendix 1 below is disclosed in accordance with Article 19 of UK MAR.
TVR
Following Second Admission, the Company's issued share capital will comprise 145,162,326 Ordinary Shares with voting rights. This figure may be used by shareholders as the denominator when calculating if they are required to notify their interest in, or a change to their interest in, the Company under the Financial Conduct Authority's Disclosure Guidance and Transparency Rules. The Company does not hold any Ordinary Shares in treasury.
Capitalised terms in this announcement have the same meaning as in the Company's Circular, the "Proposed Placing" announcement published on 21 November 2023 and the "Results of Fundraising" announcement published on 22 November 2023.
Appendix 1
| a) | Name | Steve Kesler |
| 2 | Reason for notification | |
| a) | Position / status | Executive Chairman |
| b) | I niti a l noti f i ca t i on/Am e ndm e nt | Initial |
| a) | Name | CleanTech Lithium Plc |
| b) | LEI | 213800Y3TN5JQCDA9U59 |
| a) | D e s cr iption of the f in a n c i a l inst r um e nt, t y pe of inst r um e nt I d e nti f i ca tion c o d e | Ordinary Shares of GBP 0.01 Warrant over Ordinary Shares of GBP 0.01 ISIN: JE00BPCP3Z37 |
| b) | Nature of the transaction | Share subscription and grant of warrants |
| c) | Price(s) and volumes(s) | Price(s) Volumes(s) Ordinary Shares 22p 368,182 Warrants 33p 184,091 |
| d) | Aggregated information Aggregate volume Price(s) | As per 4. c) above |
| e) | Date of the transaction | 2023-12-14 |
| f) | Place of the transaction | Outside a trading venue |
| a) | Name | Gordon Stein |
| 2 | Reason for notification | |
| a) | Position / status | Chief Financial Officer |
| b) | I niti a l noti f i ca t i on/Am e ndm e nt | Initial |
| a) | Name | CleanTech Lithium Plc |
| b) | LEI | 213800Y3TN5JQCDA9U59 |
| a) | D e s cr iption of the f in a n c i a l inst r um e nt, t y pe of inst r um e nt I d e nti f i ca tion c o d e | Ordinary Shares of GBP 0.01 Warrant over Ordinary Shares of GBP 0.01 ISIN: JE00BPCP3Z37 |
| b) | Nature of the transaction | Share subscription and grant of warrants |
| c) | Price(s) and volumes(s) | Price(s) Volumes(s) Ordinary Shares 22p 113,638 Warrants 33p 56,819 |
| d) | Aggregated information Aggregate volume Price(s) | As per 4. c) above |
| e) | Date of the transaction | 2023-12-14 |
| f) | Place of the transaction | Outside a trading venue |
| a) | Name | Tommy McKeith |
| 2 | Reason for notification | |
| a) | Position / status | Non-Executive Director |
| b) | I niti a l noti f i ca t i on/Am e ndm e nt | Initial |
| a) | Name | CleanTech Lithium Plc |
| b) | LEI | 213800Y3TN5JQCDA9U59 |
| a) | D e s cr iption of the f in a n c i a l inst r um e nt, t y pe of inst r um e nt I d e nti f i ca tion c o d e | Ordinary Shares of GBP 0.01 Warrant over Ordinary Shares of GBP 0.01 ISIN: JE00BPCP3Z37 |
| b) | Nature of the transaction | Share subscription and grant of warrants |
| c) | Price(s) and volumes(s) | Price(s) Volumes(s) Ordinary Shares 22p 454,546 Warrants 33p 227,273 |
| d) | Aggregated information Aggregate volume Price(s) | As per 4. c) above |
| e) | Date of the transaction | 2023-12-14 |
| f) | Place of the transaction | Outside a trading venue |
| a) | Name | Jonathan Morley-Kirk |
| 2 | Reason for notification | |
| a) | Position / status | Senior Non-Executive Director |
| b) | I niti a l noti f i ca t i on/Am e ndm e nt | Initial |
| a) | Name | CleanTech Lithium Plc |
| b) | LEI | 213800Y3TN5JQCDA9U59 |
| a) | D e s cr iption of the f in a n c i a l inst r um e nt, t y pe of inst r um e nt I d e nti f i ca tion c o d e | Ordinary Shares of GBP 0.01 Warrant over Ordinary Shares of GBP 0.01 ISIN: JE00BPCP3Z37 |
| b) | Nature of the transaction | Share subscription and grant of warrants |
| c) | Price(s) and volumes(s) | Price(s) Volumes(s) Ordinary Shares 22p 113,638 Warrants 33p 56,819 |
| d) | Aggregated information Aggregate volume Price(s) | As per 4. c) above |
| e) | Date of the transaction | 2023-12-14 |
| f) | Place of the transaction | Outside a trading venue |
| a) | Name | Maha Daoudi |
| 2 | Reason for notification | |
| a) | Position / status | Non-Executive Director |
| b) | I niti a l noti f i ca t i on/Am e ndm e nt | Initial |
| a) | Name | CleanTech Lithium Plc |
| b) | LEI | 213800Y3TN5JQCDA9U59 |
| a) | D e s cr iption of the f in a n c i a l inst r um e nt, t y pe of inst r um e nt I d e nti f i ca tion c o d e | Ordinary Shares of GBP 0.01 Warrant over Ordinary Shares of GBP 0.01 ISIN: JE00BPCP3Z37 |
| b) | Nature of the transaction | Share subscription and grant of warrants |
| c) | Price(s) and volumes(s) | Price(s) Volumes(s) Ordinary Shares 22p 279,092 Warrants 33p 139,546 |
| d) | Aggregated information Aggregate volume Price(s) | As per 4. c) above |
| e) | Date of the transaction | 2023-12-14 |
| f) | Place of the transaction | Outside a trading venue |
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