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Retail Offer to Shareholders

In brief · summary, not quotable

CleanTech Lithium opens retail offer of 16p shares with one warrant per share to existing UK shareholders.

  • Gross proceeds from placing £2.4 million
  • Placing shares issued 15,000,000
  • Issue price per share 16 pence
  • Maximum additional proceeds via broker option £2.0 million
  • Warrant exercise price 11 pence
Full announcement

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On 10 February 2024, CleanTech Lithium PLC ("CleanTech Lithium" or the "Company"), an exploration and development company advancing lithium projects in Chile for the clean energy transition, announced an accelerated bookbuild to raise gross proceeds of £2.4 million by way of a placing of 15,000,000 new Ordinary Shares (the "Placing Shares") at a price of 16 pence per new Ordinary Share (the "Issue Price") (the "Placing").

The Company has also granted a broker option to Fox-Davies Capital Limited ("Fox-Davies"), pursuant to which up to an additional £2.0 million can be raised at the Issue Price until 5.00 p.m. on 25 February 2025 (the "Broker Option") (the Placing and the Broker Option together being, the "Fundraising").

As part of the Fundraising, the Placing Shares will carry a warrant entitlement of one warrant ("Warrant") for every Placing Share. Each Warrant grants the holder the right to subscribe for one new Ordinary Share at a price of 11p, being approximately 31% per cent. below the Issue Price, at any time from one year after the date of admission of the Placing Shares to trading on AIM ("First Admission") until up to and including the date which is 4 years from the date of First Admission.

In view of the potential interest of retail shareholders in participating in the Fundraising, the Company is pleased to announce a retail offer via BookBuild (the "Retail Offer") of new ordinary shares (the "Retail Offer Shares") at a price of 16 pence per Retail Offer Share together with one Warrant for every Retail Offer Share. The Retail Offer is only being made available to existing shareholders of the Company on the same financial terms as shares are available under the Broker Option.

The Issue Price represents a discount of approximately 1.6 per cent. to the closing share price per Ordinary Share on 7 February 2025, being the last practicable date prior to the announcement of the Fundraising.

The amount raised under the Broker Option and the Retail Offer will not in aggregate exceed £2 million.

The Retail Offer is conditional on:

  • the passing of relevant resolutions (the "Resolutions") to authorise the issue of the Retail Offer Shares and the Warrants at a general meeting of the Company to be held on or about 19 March 2025 (the "General Meeting").
  • The Retail Offer Shares being admitted to trading on the AIM market operated by the London Stock Exchange ("Second Admission").

It is expected that Second Admission will take place on or about 20 March 2025.

The net proceeds from the Broker Option (if exercised) and the Retail Offer would be applied to repaying the Company's outstanding loan notes (as detailed in the Company's announcement of 1 July 2024).

Expected Timetable in relation to the Retail Offer

Retail Offer opens7.00 a.m. on 17 February 2025
Latest time and date for commitments under the Retail Offer4.00 p.m. on 24 February 2025
Results of the Retail Offer announced25 February 2025
Admission and dealings in Retail Offer Shares commence20 March 2025
Dealing Codes
TickerCTL
ISIN for the Ordinary SharesJE00BTJ01443
SEDOL for the Ordinary SharesBTJ0144

Retail Offer

The Company values its retail shareholder base, which has supported the Company alongside institutional investors since its IPO. Given the support of retail shareholders, the Company believes that it is appropriate to provide its retail shareholders in the United Kingdom the opportunity to participate in the Retail Offer. The Company is therefore making the Retail Offer available to retail Shareholders in the United Kingdom through the financial intermediaries which will be listed, subject to certain access restrictions, on the following website: https://www.bookbuild.live/deals/2Q38L1/authorised-intermediaries

Fox-Davies Capital Limited will be acting as sole retail offer coordinator in relation to this Retail Offer (the "Retail Offer Coordinator").

The Retail Offer will be open to existing shareholders of the Company in the United Kingdom at 7:00am on 17 February 2025. The Retail Offer is expected to close at 4:00pm on 24 February 2025. Investors should note that financial intermediaries may have earlier closing times. The Retail Offer may close early if it is oversubscribed.

If any intermediary has any questions about how to participate in the Retail Offer on behalf of existing retail shareholders, please contact the Retail Offer Coordinator at Daniel@fox-davies.com or BookBuild at email: support@bookbuild.live.

It is vital to note that once an application for Retail Offer Shares and Warrants has been made and accepted via an intermediary, it cannot be withdrawn.

There is a minimum subscription of £160.00 per investor under the terms of the Retail Offer which is open to investors in the United Kingdom subscribing via the intermediaries which will be listed, subject to certain access restrictions, on the following website: https://www.bookbuild.live/deals/2Q38L1/authorised-intermediaries

It should be noted that a subscription for Retail Offer Shares and Warrants and investment in the Company carries a number of risks. Investors should take independent advice from a person experienced in advising on investment in securities such as the Retail Offer Shares and Warrants if they are in any doubt.

Words and expressions defined in the Launch Announcement on 10 February 2025 shall have the same meaning in this announcement.

The Company's LEI is 213800Y3TN5JQCDA9U59.

UK Product Governance Requirements

Solely for the purposes of the product governance requirements of Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK MiFIR Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK MiFIR Product Governance Requirements) may otherwise have with respect thereto, the Retail Offer Shares and Warrants have been subject to a product approval process, which has determined that the Retail Offer Shares and Warrants are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in paragraphs 3.5 and 3.6 of COBS; and (ii) eligible for distribution through all permitted distribution channels (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Retail Offer Shares may decline and investors could lose all or part of their investment; the Retail Offer Shares offer no guaranteed income and no capital protection; and an investment in the Retail Offer Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to any contractual, legal or regulatory selling restrictions in relation to the Retail Offer.

EU Product Governance Requirements

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Retail Offer Shares have been subject to a product approval process, which has determined that the Retail Offer Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "EU Target Market Assessment"). Notwithstanding the EU Target Market Assessment, distributors should note that: the price of the Retail Offer Shares may decline and investors could lose all or part of their investment; the Retail Offer Shares and Warrants offer no guaranteed income and no capital protection; and an investment in the Retail Offer Shares and Warrants is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The EU Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Retail Offer.

For the avoidance of doubt, the EU Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase or take any other action whatsoever with respect to the Retail Offer Shares. and Warrants Each distributor is responsible for undertaking its own target market assessment in respect of the Retail Offer Shares and Warrants and determining appropriate distribution channels.

Nominated Adviser

Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.

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