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Results of Placing, Issue of Equity and TVR

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CleanTech Lithium PLC has successfully raised approximately £4.77 million in gross proceeds through a placing of 79,510,000 new ordinary shares at 6 pence per share, representing 25.82% of the enlarged share capital. The placing includes a warrant entitlement of one warrant for every two placing shares, exercisable at 9 pence. The funds will be used for licence acquisition costs at Laguna Verde, EIA works, DLE process refinement, engineering, ASX dual-listing costs, and working capital. A related party, Athos Capital Limited, subscribed for 33,333,333 conditional placing shares. The firm placing shares are expected to be admitted to AIM on June 10, 2026, with conditional placing shares to follow around July 2, 2026, subject to shareholder approval at a general meeting on July 1, 2026.

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Results of Placing

Issue of Equity and TVR

CleanTech Lithium PLC, (AIM: CTL), an exploration and development company advancing sustainable lithium projects in Chile, is pleased to announce the results of the accelerated bookbuild announced yesterday (the "Launch Announcement"). The Placing has conditionally raised gross proceeds of approximately £4.77 million.

Results of the Placing

The Placing has conditionally raised gross proceeds of £4,770,600 through the issue of 79,510,000 new ordinary shares ("Placing Shares") at an Issue Price of 6 pence per share. The Placing Shares represent approximately 25.82 per cent. of the Company's First Enlarged Share Capital.

As part of the Placing, the Placing Shares will carry a warrant entitlement of one warrant for every two Placing 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 ("Warrants"). The grant of the Warrants is conditional upon the passing of the Resolutions and consent being obtained from the Jersey Financial Services Commission pursuant to the Control of Borrowing (Jersey) Order 1958 ("JFSC Consent"). If JFSC Consent is not obtained, no Warrants will be granted.

The majority of Placing Shares were placed with current institutional long-term investors, existing shareholders and some new investors who recognise the long-term value proposition of the Company given its position in Chile at present and a changing sentiment in the market for lithium plays.

As noted in the Launch Announcement the Placing is being conducted in two tranches with:

  • the first tranche being a firm placing of 39,170,424 new Ordinary Shares ("Firm Placing Shares") to raise approximately £2.35 million, such number being the maximum permitted within the Company's existing share authorisation limits given at the last Annual General Meeting of the Company held on 22 December 2025 (the "Firm Placing"); and
  • the second tranche, which shall be subject to the passing of the Resolutions, being a conditional placing of 40,339,576 Ordinary Shares ("Conditional Placing Shares"), to raise approximately £2.42 million (the "Conditional Placing").

General Meeting and Posting of Circular

The Conditional Placing, as well as the grant of Warrants, are subject to shareholder approval at the General Meeting, expected to be held on 1 July 2026 at 10.00am. The Company expects to publish, on or about 8 June 2026, a shareholder circular to convene the General Meeting and a further announcement will be made in due course.

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.

The Board plans to apply the net proceeds raised to fund licence acquisition costs at Laguna Verde, commence crucial EIA works which are now critical path, support ongoing refinement of DLE processes, engineering configurations and trade-off analysis for CAPEX and OPEX optimisations, ASX dual-listing costs, as well as for working capital purposes whilst a strategic partner is selected.

Related Party

As part of the Placing and on the same terms as all other Placees, Athos Capital Limited ("Athos"), an existing substantial shareholder in the Company, who as far as the Company is aware is currently interested in 22.3 per cent. of CTL's existing issued share capital and therefore a Related Party under the AIM Rules, has subscribed for 33,333,333 Conditional Placing Shares, which are conditional upon passing of the Resolutions at the General Meeting and subject to Second Admission. As such, Athos participation in the Placing is a Related Party Transaction for the purposes of Rule 13 of the AIM Rules. Accordingly, the Directors of the Company consider, having consulted with Beaumont Cornish Limited, the Company's Nominated Adviser, that the terms of the subscription by Athos are fair and reasonable insofar as the Company's shareholders are concerned.

Broker Option

In addition to the Placing, the Company has granted a Bookrunner Option to FDC pursuant to the Placing Agreement in order to enable FDC to deal with any additional demand of up to an additional £600,000 (which can be increased at FDC's and the Company's discretion) in the event that requests to participate in the Placing are received during the period from the date of the publication of this announcement until 5.00 p.m. on 19 June 2026 from Relevant Persons (as defined in Appendix 1 to the Launch Announcement). The primary purpose of the Bookrunner Option is to deal with demand from those investors who were not able to participate in the Placing.

Any Bookrunner Option Shares and Warrants issued pursuant to the exercise of the Broker Option will be issued on the same terms and conditions as the Placing Shares and Warrants, which are set out in Appendix 1 to the Launch Announcement, and will comprise up to 10,000,000 Ordinary Shares and up to 5,000,000 Warrants. Further details of the Bookrunner Option are available in the Launch Announcement.

The Bookrunner Option may be exercised by FDC in its absolute discretion, but there is no obligation on FDC to exercise the Bookrunner Option or to seek to procure subscribers for any Bookrunner Option Shares and the attached Warrants from investors pursuant to the Bookrunner Option.

The issue of the Bookrunner Option Shares and Warrants is conditional on, inter alia, the passing of the Resolutions and First Admission becoming effective.

Ignacio Mehech, CEO, CleanTech Lithium Plc, commented:

"I want to extend my thanks to all shareholders and new investors who have supported CleanTech Lithium in this oversubscribed Placing. These funds will allow the Company to both consolidate and progress our flagship Laguna Verde project and maintain operations whilst the process to select a strategic partner is in progress.

June will be a busy month. Next week I´ll be in Asia for several meetings with industry leaders within the battery value chain that want to understand more about our Laguna Verde strategic partner process, and later into the month I´ll be in the US for meetings and also to attend the Fastmarkets event in Las Vegas."

Issue of Equity and Admission and Trading

The Firm Placing remains conditional on the Firm Placing Shares being admitted to trading on AIM. Application has been made be for a total of 103,635,099 Ordinary Shares (comprising 39,170,424 Firm Placing Shares and 64,464,675 Conversion Shares) to be admitted to trading on AIM (the "First Admission"). It is expected that First Admission will become effective and trading in the Firm Placing Shares and the Conversion Shares will commence at 8.00 a.m. on 10 June 2026.

Once the Subscription is effective and the results of the Retail Offer and the Bookrunner Option are announced, application will be made for the Conditional Placing Shares, the Subscription Shares and any Retail Offer Shares and Bookrunner Option Shares (which are all subject to the passing of the Resolutions at the General Meeting) to be admitted to trading on the AIM (the "Second Admission"). Second Admission is expected to become effective, and dealings in these shares are expected to commence on AIM, on or around 2 July 2026 respectively. No application is being made for any of the Warrants to be admitted to trading on AIM.

Total Voting Rights

Following the issue and allotment of the Firm Placing Shares and the Conversion Shares, the Company will have a total of 307,983,841 Ordinary Shares in issue. The Company does not hold any Ordinary Shares in treasury and accordingly as from First Admission the total number of voting rights in the Company will be 307,983,841.

With effect from First Admission, this figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in the Company, under the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority.

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

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