THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
CleanTech Lithium PLC
("CleanTech Lithium" or the "Company")
Notice of General Meeting and Posting of Circular
13 August 2025 - CleanTech Lithium PLC (AIM: CTL), an exploration and development company advancing sustainable lithium projects in Chile, is pleased to announce that it is today posting a circular to Shareholders, including a notice of general meeting (the "Circular"). The general meeting will be held at the offices of the Company at de Carteret House, 7 Castle Street, St Helier, Jersey, JE2 3BT on 29 August 2025 at 10:00AM BST (the "General Meeting").
The Company announced on 11 August 2025 (the "Launch Announcement") that it had:
• signed a binding sale and purchase agreement in Chile to acquire an additional 30 licences in the Laguna Verde project area from a Chilean family office, Minergy Chile SpA;
• conditionally raised £4.3 million (before expenses) by way of a firm placing and conditional placing of 86,000,000 new Ordinary Shares (the "Placing") at a price of 5 pence per Placing Share (the "Issue Price") by way of an accelerated bookbuild;
• granted a broker option to Fox-Davies, pursuant to the Placing Agreement, in order to enable Fox-Davies to deal with any additional demand following the closing of the Placing (the "Broker Option");
• announced its intention to make a retail offer of new Ordinary Shares to existing shareholders via Bookbuild at the Issue Price ("Retail Offer") details of which (including the timetable) will be announced by the Company in due course;
• conditionally agreed to restructure the terms of the 2024 Bridge Financing in accordance with the terms set out therein; and
• announced that, as part of its operational cost reductions, the Board shall be, temporarily, reduced to two Directors, with Steve Kesler reverting to Non-Executive Chairman and Gordon Stein, Maha Daoudi and Tommy McKeith agreeing to step down from the Board. Jonathan Morley-Kirk has also stepped down and will be replaced by another Jersey resident Non-Executive Director in due course. Gordon Stein will continue in his role as CFO until 11 February 2026,
(together, the "Proposals")
At the General Meeting, the Board is seeking Shareholder approval to:
· allot Ordinary Shares and disapply the pre-emption rights set out in the Articles in connection with the Conditional Placing, the Broker Option, the Retail Offer, the Conversion Shares and the Warrants; and
· renew its existing general authorities until these are renewed at the next annual general meeting,
(the "Resolutions").
The detailed reasons for and background to the resolutions are set out in the Circular. The Circular will shortly be available on the Company's website https://ctlithium.com/investors/circulars-documents/ . A letter notifying Shareholders of the availability of the Circular on the Company's website will be dispatched to Shareholders later today.
The Directors consider the Proposals to be in the best interests of the Company and its Shareholders as a whole and accordingly recommend unanimously that Shareholders vote in favour of the Resolutions to be proposed at the General Meeting, as they intend to do in respect of their aggregate holdings of 359,090 Ordinary Shares.
Should the Resolutions at the General Meeting not be passed, the Proposals will not complete, and the Company would only receive the net proceeds of the Firm Placing and the Company will be obliged to repay the Loan Notes immediately which it will be unable to do. Accordingly, the Directors believe that it is critical that Shareholders vote in favour of the Resolutions, as the Directors consider the Proposals to represent the best possible option for Shareholders as a whole in the current circumstances.
Words and expressions defined in the Launch Announcement or the Circular shall have the same meaning in this announcement .
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
| Announcement of the Placing |
11 August 2025 |
| Announcement of results of the Placing |
11 August 2025 |
| Publication of the Circular |
13 August 2025 |
| First Admission and dealings in the Firm Placing Shares expected to commence on AIM |
8.00 a.m. on 14 August 2025 |
| Where applicable, expected date for CREST accounts to be credited in respect of Firm Placing Shares in uncertificated form |
14 August 2025 |
| Where applicable, expected date for despatch of definitive certificates for Firm Placing Shares in certificated form |
On or before 28 August 2025 |
| Requested time and date for receipt of Forms of Proxy |
10.00 a.m. on 27 August 2025 |
| General Meeting |
10.00 a.m. on 29 August 2025 |
| Result of the General Meeting announced |
29 August 2025 |
| Second Admission and dealings in the Conditional Placing Shares, the Broker Option Shares and the Retail Offer Shares expected to commence on AIM |
8.00 a.m. on 1 September 2025 |
| Where applicable, expected date for CREST accounts to be credited in respect of the Conditional Placing Shares, the Broker Option Shares and the Retail Offer Shares in uncertificated form |
1 September 2025 |
| Where applicable, expected date for despatch of definitive certificates for the Conditional Placing Shares, the Broker Option Shares and the Retail Offer Shares in certificated form |
On or before 15 September 2025 |
|
For further information contact: |
|
| CleanTech Lithium PLC |
|
| Ignacio Mehech/Gordon Stein/Nick Baxter |
Office: +44 (0) 1534 668 321 Mobile: +44 (0) 7494 630 360 Chile office: +562-32239222 |
| Beaumont Cornish Limited (Nominated Adviser) Roland Cornish/Asia Szusciak |
+44 (0) 20 7628 3396 |
| Fox-Davies Capital Limited (Broker and Bookrunner) Daniel Fox-Davies |
+44 (0) 20 3884 8450 |
The information communicated within this announcement is deemed to constitute inside information as stipulated under the Market Abuse Regulations (EU) No 596/2014 which is part of UK law by virtue of the European Union (Withdrawal) Act 2018. Upon publication of this announcement, this inside information is now considered to be in the public domain. The person who arranged for the release of this announcement on behalf of the Company was Steve Kesler, Director and Chairman.
Beaumont Cornish Limited ("Beaumont Cornish") is the Company's Nominated Adviser and is authorised and regulated by the FCA. Beaumont Cornish's responsibilities as the Company's Nominated Adviser, including a responsibility to advise and guide the Company on its responsibilities under the AIM Rules for Companies and AIM Rules for Nominated Advisers, are owed solely to the London Stock Exchange. Beaumont Cornish is not acting for and will not be responsible to any other persons for providing protections afforded to customers of Beaumont Cornish nor for advising them in relation to the proposed arrangements described in this announcement or any matter referred to in it.
Notes
CleanTech Lithium (AIM:CTL, Frankfurt:T2N) is an exploration and development company advancing lithium projects in Chile for the clean energy transition. CleanTech Lithium has two key lithium projects in Chile, Laguna Verde and Viento Andino, and exploration stage project in Arenas Blancas (Salar de Atacama), located in the lithium triangle, a leading centre for battery grade lithium production.
CleanTech Lithium is committed to utilising Direct Lithium Extraction ("DLE") with reinjection of spent brine resulting in no aquifer depletion. Direct Lithium Extraction is a transformative technology which removes lithium from brine with higher recoveries, short development lead times and no extensive evaporation pond construction. For more information, please visit: www.ctlithium.com
**ENDS**
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