WRAP Retail Offer for approximately £250,000
CleanTech Lithium PLC is undertaking a WRAP Retail Offer to raise approximately £250,000 through the issuance of new ordinary shares at 6 pence each, with each two shares subscribed for including one warrant exercisable at 9 pence. This retail offer is in addition to a placing aiming to raise £4.5 million, with the combined proceeds intended for licence acquisition, environmental assessments, refining extraction processes, dual-listing costs, and working capital. The issue price of 6 pence represents a discount to the previous day's closing price of 8.15 pence. The WRAP Retail Offer is conditional on the completion of the placing and shareholder approval at a General Meeting expected on July 1, 2026, with admission anticipated on July 2, 2026.
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THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE PURPOSES OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA") AND HAS BEEN APPROVED BY MAREX FINANCIAL LIMITED WHICH IS AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY (FCA REGISTRATION NUMBER 442767).
CleanTech Lithium PLC
("CleanTech Lithium" or the "Company")
WRAP Retail Offer for approximately £250,000
CleanTech Lithium (AIM: CTL, Frankfurt:T2N), an exploration and development company advancing sustainable lithium projects in Chile is pleased to announce a retail offer via the Winterflood Retail Access Platform ("WRAP") to raise approximately £250,000 (the "WRAP Retail Offer") through the issue of new ordinary shares of £0.02 each in the capital of the Company ("Ordinary Shares"). Under the WRAP Retail Offer new Ordinary Shares (the "WRAP Retail Offer Shares") will be made available at a price of 6 pence per share (the "Issue Price").
As part of the WRAP Retail Offer, the WRAP Retail Offer Shares carry a warrant entitlement of one warrant ("Warrant") for every two WRAP Retail Offer Shares subscribed for. Each Warrant grants the holder the right to subscribe for one new Ordinary Share at a price of 9 pence, being at a 50 per cent premium to the Issue Price, at any time from one year after the date of Admission until up to and including the date which is three years from the date of Admission.
In addition to the WRAP Retail Offer and as announced earlier today, the Company will also be conducting a placing of new Ordinary Shares (the "Placing Shares" and together with the WRAP Retail Offer Shares, the "New Ordinary Shares") at the Issue Price to raise approximately £4.5 million (before expenses) through a bookbuild process (the "Placing"). The Issue Price represents a discount of approximately 26 per cent. to the mid-market closing price of 8.15 pence per Ordinary Share on 3 June 2026 (being the latest practicable date prior to this announcement).
The proceeds of the Placing and the WRAP Retail Offer will be used to fund licence acquisition costs at Laguna Verde, commence crucial environmental impact assessment works, which are now critical path, support ongoing refinement of the Direct Lithium Extraction processes, engineering configurations and trade-off analysis for CAPEX and OPEX optimisations, ASX dual-listing costs, as well as for working capital needs whilst a strategic partner is selected.
The issue of the WRAP Retail Offer Shares and the granting of the Warrants are conditional upon, inter alia, the passing of certain resolutions to be put to shareholders of the Company at a General Meeting, which is expected to be held on 1 July 2026. A circular containing further details of the proposals and containing the Notice of General Meeting is expected to be despatched to Shareholders by 8 June 2026. Following its publication, the Circular will be available on the Company's website at https://ctlithium.com/investors/circulars-documents/.
The granting of the Warrants is further conditional upon the Company obtaining consent from the Jersey Financial Services Commission pursuant to the Control of Borrowing (Jersey) Order 1958 ("JFSC Consent"). If JFSC Consent is not obtained, the Warrants will not be granted.
The WRAP Retail Offer is conditional on the WRAP Retail Offer Shares being admitted to trading on AIM ("Admission"). It is anticipated that Admission will become effective and that dealings in the New Ordinary Shares will commence at 8 a.m. on 2 July 2026.
WRAP Retail Offer
The Company values its retail shareholder base and believes that it is appropriate to provide both new retail investors and existing retail shareholders in the United Kingdom the opportunity to participate in the WRAP Retail Offer.
Therefore, the Company is making the WRAP Retail Offer open to eligible investors in the United Kingdom, being new retail investors or existing shareholders of the Company, following release of this announcement, and through certain financial intermediaries.
Fox-Davies Capital (a trading name of CAL Investments Limited) ("Fox-Davies") will be acting as sole retail offer coordinator in relation to the WRAP Retail Offer (the "Retail Offer Coordinator"). The details for the Retail Offer Coordinator can be found below in this announcement.
Expected Timetable:
| WRAP Retail Offer Opens | 4 June 2026, 16:45 |
| WRAP Retail Offer Expected Closure Time | 9 June 2026, 16:30 |
| Results of WRAP Retail Offer Announced | 10 June 2026 |
| Results of General Meeting Announced | 1 July 2026 |
| Admission and Dealings in WRAP Retail Offer Shares to Commence | 2 July 2026 |
Eligible shareholders should note that financial intermediaries may have earlier closing times.
Any changes to the expected timetable above will be notified by the Company through a Regulatory Information Service. References to times are to London times unless otherwise stated.
There is a minimum subscription of £100.00 per investor under the WRAP Retail Offer. The terms and conditions on which investors subscribe will be provided by the relevant financial intermediaries including relevant commission or fee charges.
The Company reserves the right to amend the size and timings of the WRAP Retail Offer at its discretion but in any event the WRAP Retail Offer will not exceed £1 million. The Company reserves the right to scale back any order and to reject any application for subscription under the WRAP Retail Offer without giving any reason for such rejection.
No offering document, prospectus or admission document has been or will be prepared or submitted to be approved by the Financial Conduct Authority (or any other authority) in relation to the WRAP Retail Offer, and investors' commitments will be made solely on the basis of the information contained in this announcement and information that has been published by or on behalf of the Company prior to the date of this announcement by notification to a Regulatory Information Service.
It should be noted that a subscription for WRAP Retail Offer Shares 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 WRAP Retail Offer Shares if they are in any doubt. It is vital to note that once an application for WRAP Retail Offer Shares has been made and accepted via an intermediary, it cannot be withdrawn.
| Name | No. of ordinary shares held in the capital of the Company |
|---|---|
| Steve Kesler | 359,059 |
The Company has not adopted a formal dividend policy.
The Company's registered office address is at de Carteret House, 7 Castle Street, St Helier, Jersey, JE2 3BT. The register of members of the Company is held and maintained by its registrars, Computershare Investor Services (Jersey) Limited at 13 Castle Street, St Helier, JE1 1ES, Jersey.
A copy of the Company's most recent interim financial report is available at https://ctlithium.com/investors/latest-presentation-report/. No amounts are being written off or provided for as good will in connection with the Retail Offer.
Details of the Company's board of directors and principal advisors can be found on the Company's website at https://ctlithium.com/about/board-and-management/.
WRAP is a proprietary technology platform owned and operated by MF. MF is incorporated under the laws of England and Wales (company no. 5613061, LEI no. 5493003EETVWYSIJ5A20 and VAT registration no. GB 872 8106 13) and is authorised and regulated by the Financial Conduct Authority (FCA registration number 442767). MF's registered address is at 155 Bishopsgate, London, EC2M 3TQ. MF is acting exclusively for the Company and for no-one else and will not regard any other person (whether or not a recipient of this announcement) as its client in relation to the WRAP Retail Offer and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, nor for providing advice in connection with the WRAP Retail Offer, Admission and the other arrangements referred to in this announcement.
The information in this announcement is for background purposes only and does not purport to be full or complete. Neither MF nor any of its affiliates, accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to this announcement, including the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of the announcement or its contents or otherwise arising in connection therewith. MF and its affiliates, accordingly disclaim all and any liability whether arising in tort, contract or otherwise which they might otherwise be found to have in respect of this announcement or its contents or otherwise arising in connection therewith.
Beaumont Cornish Limited ("Beaumont Cornish"), which is authorised and regulated by the FCA in the United Kingdom, is acting Nominated Adviser to the Company in connection with the Placing. Beaumont Cornish has not authorised the contents of, or any part of, this announcement, and no liability whatsoever is accepted by Beaumont Cornish for the accuracy of any information or opinions contained in this announcement or for the omission of any material information. The responsibilities of Beaumont Cornish as the Company's Nominated Adviser are owed solely to London Stock Exchange plc and are not owed to the Company or to any director or shareholder of the Company or any other person, in respect of its decision to acquire shares in the capital of the Company in reliance on any part of this announcement, or otherwise.
Material Contracts
Other than contracts in the ordinary course of business, the Company has entered into the following contracts in the two years immediately prior to the date of this announcement which are material to the Company:
- on 14 February 2025, the Company and GLAS Trustees Limited ("GLAS") entered into (i) a debenture, pursuant to which the Company provided an all assets fixed and floating charge as security in respect of the loan notes (the "Debenture") and (ii) a security agreement in respect of Jersey intangible movable property pursuant to which the Company created security over any deposit accounts (including any related rights and proceeds therefrom) held by it in Jersey (the "Security Interest Agreement");
- on 14 February 2025, the Company, CleanTech Lithium Ltd, Regal Funds Management Pty Limited, Apex Fund Services for the Regal Emerging Companies Opportunities Fund, Daniel Fox-Davies, Leo Koot, Waterwheel FFZ LLC and GLAS entered into a security trust deed, whereby GLAS agreed to hold the benefit of the security and other rights and interests created by the Debenture, the Security Interest Agreement and any other document designated as a "Security Document" by the Company and GLAS, on trust for the noteholders;
- the following contracts, details of which may be found on the website of the Company, here: https://ctlithium.com/investors/rns-news/
o warrant instruments dated 29 August 2025, 24 March 2025, 11 February 2025 and 15 October 2024;
o placing agreements dated 11 August 2025, 10 February 2025 and 8 October 2024
o sale agreement dated 8 August 2025 relating to 30 licences in the Laguna Verde Project;
o a convertible loan note instrument dated 30 June 2024, as amended on 15 July 2024, 28 June 2025, 31 July 2025 and 11 August 2025; and
o a convertible loan note instrument dated 30 June 2024, as amended on 12 August 2024, 28 June 2025, 31 July 2025 and 11 August 2025.
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 WRAP Retail Offer Shares offer no guaranteed income and no capital protection; and an investment in the WRAP 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 WRAP Retail Offer.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Chapters 9A or 10A respectively of COBS; 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 WRAP Retail Offer Shares and Warrants. Each distributor is responsible for undertaking its own target market assessment in respect of the WRAP Retail Offer Shares and Warrants and determining appropriate distribution channels
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.