Open Offer, Posting of Circular & GM Notice

CleanTech Lithium PLC (AIM:CTL, Frankfurt:T2N, OTCQX:CTLHF), an exploration and development company advancing sustainable lithium projects in Chile for the clean energy transition, is pleased to announce that further to its announcements of 21 and 22 November 2023 in relation to the Placing, CTL is today posting a circular to Shareholders, setting out details of the Placing and the Open Offer and including a notice of General Meeting (“GM”) (the “Circular”).

As announced on 22 November 2023, CleanTech Lithium has conditionally raised £8 million (before expenses) by way of a placing of 36,363,638 New Ordinary Shares at a price of 22 pence per Placing Share. Approximately £3.1 million has been raised pursuant to the Firm Placing with the balance being raised under the Conditional Placing, conditional upon Shareholders approving the Resolutions at the GM, notice of which is set out at the end of the Circular.

The Placing Shares carry a warrant entitlement of one Warrant for every two Placing Shares and the grant of the Warrants attaching to the Conditional Placing Shares is also subject to Shareholder approval of the relevant Resolution. A Warrant grants the holder the right to subscribe for one new Ordinary Share at 33 pence and is exercisable during the period commencing on the date of grant and ending on 14 December 2026.

Capitalised terms used but not defined in this announcement shall have the meaning given to them in the announcement published by the Company on 21 November 2023 in connection with the Fundraising.

Details of the Open Offer

The Company considers it important that Qualifying Shareholders have an opportunity (where it is practicable for them to do so) to participate in the Fundraising and accordingly the Company is making the Open Offer to Qualifying Shareholders. The Company is proposing to raise up to approximately £0.5 million (before expenses) through the issue of up to 2,365,188 Open Offer Shares. The Open Offer is conditional upon, inter alia, the passing of the Resolutions at the GM.

The Open Offer Shares are available to Qualifying Shareholders pursuant to the Open Offer at the Issue Price of 22 pence per share, being the same price per share as the Placing. Open Offer Shares carry a warrant entitlement of one Warrant for every two Open Offer Shares, again on the same terms as the Placing.

A Warrant grants the holder the right to subscribe for one new Ordinary Share at 33 pence and is exercisable during the period commencing on the date of grant and ending on 14 December 2026.

Open Offer Shares applied for pursuant to the Open Offer are payable in full on acceptance. Any Open Offer Shares not subscribed for by Qualifying Shareholders will be available to Qualifying Shareholders under the Excess Application Facility. Qualifying Shareholders may apply for Open Offer Shares under the Open Offer at the Issue Price on the following basis:

1 Open Offer Share for every 45 Existing Ordinary Shares held by the Qualifying Shareholder on the Record Date

Entitlements of Qualifying Shareholders will be rounded down to the nearest whole number of Open Offer Shares. The Entitlements of Qualifying Shareholders to Warrants will be rounded down to the nearest whole number of Warrants. Fractional entitlements which would otherwise arise will not be issued to the Qualifying Shareholders but will be made available under the Excess Application Facility. The Excess Application Facility enables Qualifying Shareholders to apply for Excess Open Offer Shares in excess of their Open Offer Entitlement. Not all Shareholders will be Qualifying Shareholders. Shareholders who are located in, or are citizens of, or have a registered office in certain overseas jurisdictions will not qualify to participate in the Open Offer. The attention of Overseas Shareholders is drawn to paragraph 6 of Part III of the Circular.

Valid applications by Qualifying Shareholders will be satisfied in full up to their Open Offer Entitlements as shown on the Application Form. Applicants can apply for less or more than their entitlements under the Open Offer but the Company cannot guarantee that any application for Excess Open Offer Shares under the Excess Application Facility will be satisfied as this will depend in part on the extent to which other Qualifying Shareholders apply for less than or more than their own Open Offer Entitlements. The Company may satisfy valid applications for Excess Open Offer Shares of applicants in whole or in part but reserves the right not to satisfy any excess above any Open Offer Entitlement. Applications made under the Excess Application Facility will be scaled back pro rata to the number of shares applied for if applications are received from Qualifying Shareholders for more than the available number of Excess Open Offer Shares.

Application has been made for the Open Offer Entitlements to be admitted to CREST. It is expected that such Open Offer Entitlements will be credited to CREST on 24 November 2023. The Open Offer Entitlements will be enabled for settlement in CREST until 11.00 a.m. on 13 December 2023. Applications through the CREST system may only be made by the Qualifying CREST Shareholder originally entitled or by a person entitled by virtue of bona fidemarket claims. The Open Offer Shares must be paid in full on application. The latest time and date for receipt of completed Application Forms or CREST applications and payment in respect of the Open Offer is 11.00 a.m. on 13 December 2023. The Open Offer is not being made to certain Overseas Shareholders, as set out in paragraph 6 of Part III of the Circular.

Qualifying Shareholders should note that the Open Offer is not a rights issue and therefore Open Offer Entitlements may not be traded and the Open Offer Shares which are not applied for by Qualifying Shareholders will not be sold in the market for the benefit of the Qualifying Shareholders who do not apply under the Open Offer. The Application Form is not a document of title and cannot be traded or otherwise transferred.

Further details of the Open Offer and the terms and conditions on which it is being made, including the procedure for application and payment, are contained in Part III of the Circular and on the accompanying Application Form.

The Open Offer is conditional on, inter alia, Shareholders approving the Resolutions at the General Meeting and the Placing becoming or being declared unconditional in all respects. Accordingly, if these conditions are not satisfied or waived (where capable of waiver), the Open Offer will not proceed, and the Open Offer Shares will not be issued, and all monies received by the Registrars will be returned to the applicants (at the applicant’s risk and without interest) as soon as possible thereafter. Any Open Offer Entitlements admitted to CREST will thereafter be disabled.

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