Proposed Management Remuneration & Incentivisation

CleanTech Lithium PLC (AIM: CTL), an exploration and development company advancing sustainable lithium projects in Chile, announces its intention to award options to Directors and Senior Management following publication of the Company's annual financial report for the year ended 31 December 2025 and subject to shareholder approval at a general meeting expected to be convened for 1 July 2026 (the "GM").

The Board recognises the importance of appropriately incentivising management and ensuring that remuneration policy is supportive of long-term value creation and the company's purpose, strategy and culture. The Board also recognises the importance of preserving cash at this stage of the Company's development.

In the Board's view, for project development companies, shareholder value is achieved by the Company meeting development milestones on the way into full production. The share price of lithium companies can fluctuate considerably with a volatile lithium price.

It is becoming common practice to use performance share plans where awards are granted over a period of years subject to the achievement of performance conditions and it is proposed that such a long-term incentive plan be implemented using the Company's existing Share Option Plan adopted in 2022 by granting options to the management team with a nominal value exercise price that vest on meeting specified performance conditions. The Company's Share Option Plan will also be used to grant options to the Chairman and the other non-executives to supplement their current remuneration levels, which shall be non-performance related but at an exercise price significantly in excess of the current market price.

Accordingly, the Board, following consultation with major Shareholders, is proposing the following:

• The Company's CEO's bonus awards for 2025 and his bonus award for 2026, to the extent that it is earned, will be satisfied by the grant of options having an exercise price equal to the nominal value of an Ordinary Share ("Nominal Price Options"). Nominal Price Options over 863,171 Ordinary Shares will be granted to satisfy the 2025 bonus of £67,500 and Nominal Price Options over 1,200,109 Ordinary Shares will be granted to satisfy the 2026 bonus of £93,848, assuming that the 2026 bonus is earned in full. The 2026 bonus is dependent on the achievement of a number of key milestones.
• Bonuses over 803,151 Ordinary Shares to be paid to the senior management on the award of the CEOL will also be satisfied by the grant of Nominal Price Options.
• To replace the options granted to the CEO as announced on 14 August 2025, the CEO will be granted long- term incentive options over 10 million Ordinary Shares at a nominal value exercise price. These options will vest in equal tranches on the satisfaction of the following conditions:

o Board approval of a positive DFS for Laguna Verde;

o receipt of the environmental permit for Laguna Verde;

o project finance being secured to commence construction at Laguna Verde;

o commercial production declared at Laguna Verde; and

o the Company share price being 50 pence or above for a consecutive period of 20 trading days.

• In order to provide long-term incentives to the rest of the senior management team further options over 4.6 million Ordinary Shares will be granted under the Company's existing Share Option Scheme with a nominal value exercise price with the same performance conditions as above.
• It is intended that further awards, on the same basis, will be made to new members of the senior management team as and when they are recruited.
• Options, in aggregate over 2.5 million Ordinary Shares will be granted to the Chairman and the other non-executive directors under the Company Share Option Plan with such options having an exercise price of 20 pence per share.
• All options being granted are, subject to the various conditions set out above, exercisable up until the fifth anniversary from vesting date.

It is intended that all outstanding options granted to the Directors and senior management will not exceed 10% of the Company's issued share capital from time to time.

The option proposals set out above are subject to Shareholder approval and a resolution will be proposed at the GM.

Notes