TIDMCTL
RNS Number : 3943U
CleanTech Lithium PLC
23 November 2023
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.
23(rd) November 2023
CleanTech Lithium PLC
("CleanTech Lithium" or "CTL" or the "Company")
Open Offer Details, Posting of Circular and Notice of General
Meeting
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 GBP8 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 GBP3.1 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 GBP0.5 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.
Posting of the Circular
The Circular is being posted today and a copy of it as well as
(for Qualifying Non-CREST Shareholders) an Open Offer Application
Form will shortly be made available on the Company's website at
https://ctlithium.com/ .
Notice of General Meeting
The Company's General Meeting will be held at 10 a.m. on 14
December 2023 at the offices at de Carteret House, 7 Castle Street,
St Helier JE2 3BT.
The Expected Timetable of Principal Events is set out in
Appendix 1 of this Announcement whilst the Placing and Open Offer
Statistics as well as the Chairman's Letter, as extracted from the
Circular, are set out in Appendices 2 and 3 respectively.
**S** For further information contact:
=====================================
CleanTech Lithium PLC
Aldo Boitano/Gordon Stein Jersey office: +44 (0) 1534 668 321
Chile office: +562-32239222
Or via Celicourt
Celicourt Communications +44 (0) 20 7770 6424
Felicity Winkles/Philip Dennis/Ali cleantech@celicourt.uk
AlQahtani
Dr. Reuter Investor Relations +49 69 1532 5857
Dr. Eva Reuter
Harbor Access - North America +1 475 477 9401
Jonathan Paterson/Lisa Micali
Porter Novelli - Chile +569 95348744
Ernesto Escobar Ernesto@publicoporternovelli.cl
Beaumont Cornish Limited
(Nominated Adviser) +44 (0) 207 628 3396
Roland Cornish/Asia Szusciak
Fox-Davies Capital Limited +44 (0) 20 3884 8450
(Joint Broker)
Daniel Fox-Davies daniel@fox-davies.com
Canaccord Genuity Limited +44 (0) 207 523 4680
(Joint Broker)
James Asensio
George Grainger
Sam Lucas
Notes
About CleanTech Lithium
CleanTech Lithium (AIM:CTL, Frankfurt:T2N, OTCQX:CTLHF) is an
exploration and development company advancing sustainable lithium
projects in Chile for the clean energy transition. Committed to
net-zero, CleanTech Lithium's mission is to produce material
quantities of battery grade using sustainable Direct Lithium
Extraction technology, powered by renewable energy, the Company
plan to be the leading supplier of 'green' lithium to the EV and
battery manufacturing market.
CleanTech Lithium has four lithium projects - Laguna Verde,
Francisco Basin, Llamara and Salar de Atacama - located in the
lithium triangle, the world's centre for battery grade lithium
production. The two major projects: Laguna Verde and Francisco
Basin are situated within basins controlled by the Company, which
affords significant potential development and operational
advantages. All four projects have direct access to existing
infrastructure and renewable power.
CleanTech Lithium is committed to using renewable power for
processing and reducing the environmental impact of its lithium
production by utilising Direct Lithium Extraction. Direct Lithium
Extraction is a transformative technology which removes lithium
from brine, with higher recoveries and purities. The method offers
short development lead times, low upfront capex, with no extensive
site construction and no evaporation pond
development so there is no water depletion from the aquifer. www.ctlithium.com
Important Notice
This announcement includes "forward-looking statements" which
include all statements other than statements of historical fact,
including, without limitation, those regarding the Company's
financial position, business strategy, plans and objectives of
management for future operations, or any statements preceded by,
followed by or that include the words "targets", "believes",
"expects", "aims", "intends", "will", "may", "anticipates",
"would", "could" or similar expressions or negatives thereof. Such
forward-looking statements involve known and unknown risks,
uncertainties and other important factors beyond the Company's
control that could cause the actual results, performance or
achievements of the Group to be materially different from future
results, performance or achievements expressed or implied by such
forward-looking statements. Such forward-looking statements are
based on numerous assumptions regarding the Company's present and
future business strategies and the environment in which the Company
will operate in the future. These forward-looking statements speak
only as at the date of this document. The Company expressly
disclaims any obligation or undertaking to disseminate any updates
or revisions to any forward-looking statements contained herein to
reflect any change in the Company's expectations with regard
thereto or any change in events, conditions or circumstances on
which any such statements are based unless required to do so by
applicable law or the AIM Rules.
Nothing contained herein shall be deemed to be a forecast,
projection or estimate of the future financial performance of the
Company or any other person following the implementation of the
Placing or otherwise.
The price of shares and the income from them may go down as well
as up and investors may not get back the full amount invested on
disposal of the shares. Past performance is no guide to future
performance and persons who require advice should consult an
independent financial adviser.
The distribution of this announcement and the offering of the
Placing Shares in certain jurisdictions may be restricted by law.
No action has been taken by the Company or the Joint Bookrunners
that would permit an offering of such shares or possession or
distribution of this announcement or any other offering or
publicity material relating to such shares in any jurisdiction
where action for that purpose is required. Persons into whose
possession this announcement comes are required by the Company and
the Joint Bookrunners to inform themselves about, and to observe,
any such restrictions.
This announcement is not for release, publication or
distribution, in whole or in part, directly or indirectly, in or
into Australia, Canada, Japan or the Republic of South Africa or
any jurisdiction into which the publication or distribution would
be unlawful. This announcement is for information purposes only and
does not constitute an offer to sell or issue or the solicitation
of an offer to buy or acquire shares in the capital of the Company
in Australia, Canada, Japan, New Zealand, the Republic of South
Africa or any jurisdiction in which such offer or solicitation
would be unlawful or require preparation of any prospectus or other
offer documentation or would be unlawful prior to registration,
exemption from registration or qualification under the securities
laws of any such jurisdiction.
This announcement is not for publication or distribution,
directly or indirectly, in or into the United States of America.
This announcement is not an offer of securities for sale into the
United States. The securities referred to herein have not been and
will not be registered under the U.S. Securities Act of 1933, as
amended, and may not be offered or sold in the United States,
except pursuant to an applicable exemption from registration. No
public offering of securities is being made in the United
States.
Fox-Davies Capital Limited is authorised and regulated by the
FCA in the United Kingdom and is acting as joint bookrunner
exclusively for the Company and no one else in connection with the
Placing and will not be responsible to anyone (including any
Placees) other than the Company for providing the protections
afforded to its clients or for providing advice in relation to the
Placing or any other matters referred to in this announcement.
Canaccord Genuity Limited is authorised and regulated by the FCA
in the United Kingdom and is acting as joint bookrunner exclusively
for the Company and no one else in connection with the Placing and
will not be responsible to anyone (including any Placees) other
than the Company for providing the protections afforded to its
clients or for providing advice in relation to the Placing or any
other matters referred to in this announcement.
Beaumont Cornish Limited, which is authorised and regulated in
the United Kingdom by the Financial Conduct Authority, is acting as
nominated adviser to the Company in relation to the Placing and is
not acting for any other persons in relation to the Placing.
Beaumont Cornish Limited is acting exclusively for the Company and
for no one else in relation to the matters described in this
announcement and is not advising any other person and accordingly
will not be responsible to anyone other than the Company for
providing the protections afforded to clients of Beaumont Cornish
Limited, or for providing advice in relation to the contents of
this announcement or any matter referred to in it.
Appendix 1
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
2023
Announcement of the Fundraising 21 November
Announcement of Results of the Placing 22 November
First Admission and dealings in the Firm Placing 27 November
Shares
CREST accounts credited in respect of Firm Placing 27 November
Shares and attached Warrants in uncertificated
form
Record Date for entitlement under the Open 6.00 p.m. 21 November
Offer
Publication of this document, Proxy Form and, 23 November
to Qualifying
Non-Crest Shareholders, the Application Form
Ex-entitlement date of the Open Offer 23 November
Open Offer Entitlements and Excess Open Offer as soon as practicable
Entitlements after 8.00 a.m. on
credited to stock accounts in CREST of Qualifying 24 November
CREST Shareholders
Latest recommended time and date for requested 4:30 p.m. on 7 December
withdrawal of Open Offer Entitlements and
Excess CREST Open Offer
Entitlements from CREST
Latest time and date for depositing Open Offer 3.00 p.m. on 8 December
Entitlements
and Excess CREST Open Offer Entitlements
in CREST
Latest time and date for splitting of Application 3.00 p.m. on 11 December
Forms under the Open Offer
Latest time and date for receipt of Forms 10.00 a.m. on 12 December
of Proxy and CREST voting instructions
Latest time and date for receipt of Application 11.00 a.m. on 13 December
Forms and
payment in full under the Open Offer and
settlement of relevant CREST instructions
(as appropriate)
General Meeting 10 a.m. on 14 December
Results of the General Meeting and the Open 14 December
Offer announced
Second Admission and dealings in the Open 8.00 a.m. on 15 December
Offer Shares and Conditional Placing Shares
expected to commence on AIM
Where applicable, expected date for CREST 15 December
accounts to be credited in respect of Conditional
Placing Shares, Open Offer Shares and attached
Warrants in uncertificated form
Where applicable, expected date for despatch within 14 days of
of definitive Second Admission
certificates for Conditional Placing Shares,
Open Offer Shares and attached Warrants
in certificated form
Notes:
1. Each of the above times and/or dates is subject to change
at the absolute discretion of the Company, Beaumont Cornish Limited,
Canaccord Genuity Limited and Fox-Davies Capital Limited. If
any of the above times and/or dates should change, the revised
times and/or dates will be announced through the Regulatory News
Service.
2. All of the above times refer to London time unless otherwise
stated.
3. All events listed in the above timetable following the General
Meeting are conditional on the passing of the Resolutions at
the General Meeting
Appendix 2
PLACING AND OPEN OFFER STATISTICS
Issue Price 22 pence
Number of Existing Ordinary Shares at the
date of this document 106,433,500
Number of Firm Placing Shares 14,124,466
Number of Ordinary Shares in issue following
First Admission 120,557,966
Number of Warrants to be issued following
First Admission 7,062,233
Number of Conditional Placing Shares** 22,239,172
Total number of Firm Placing Shares and
Conditional Placing Shares(**) 36,363,638
Open Offer basic entitlement 1 Open Offer Share for
every 45 Existing Ordinary
Shares held as at the
Record Date
Number of Open Offer Shares (in aggregate)*
** 2,365,188
Number of Ordinary Shares in issue following
Second Admission* ** 145,162,326
Number of Warrants to be issued following
Second Admission* ** 12,302,180
Total number of Warrants to be issued pursuant
to the Firm Placing, the Conditional Placing
and the Open Offer* ** 19,364,413
Percentage of Enlarged Share Capital represented 27 per cent
by the New Ordinary Shares* **
Gross proceeds of the Firm Placing GBP3.1 million
Gross proceeds of the Conditional Placing GBP4.9 million
**
Gross proceeds of the Open Offer* ** GBP0.5 million
Estimated gross proceeds of the Placing GBP8.5 million
and Open Offer receivable by the Company*
**
Ordinary Share ISIN JE00BPCP3Z37
Basic Open Offer Entitlements ISIN JE00BLFDH876
Excess Open Offer Entitlements ISIN JE00BLFDH983
Warrant ISIN JE00BLFDJM55
* Assuming take-up in full of the Open Offer by Qualifying Shareholders
** Conditional on the passing of the Resolutions at the General
Meeting
Appendix 3
EXTRACT FROM THE COMPANY'S CIRCULAR TO SHAREHOLDERS
PART I
LETTER FROM THE CHAIRMAN OF CLEANTECH LITHIUM PLC
CleanTech Lithium plc
(incorporated in Jersey under the Companies Law with registered
no: 139640)
Directors: Registered Office:
Steve Kesler (Executive Chairman) de Carteret House
Aldo Boitano (Chief Executive Officer) 7 Castle Street
Gordon Stein (Chief Financial Officer) St Helier, Jersey
Jonathan Morley-Kirk (Senior Independent Non-Executive JE2 3BT
Director)
Maha Daoudi (Non-Executive Director)
Tommy McKeith (Non-Executive Director)
23 November 2023
Dear Shareholders and, for information purposes only, to the
holders of options and warrants over Ordinary Shares,
Placing of 36,363,638 New Ordinary Shares (and Warrants)
at 22 pence per share
Open Offer of 2,365,188 New Ordinary Shares (and Warrants)
at 22 pence per share
and
Notice of General Meeting
1. Introduction and summary
The Company announced on 22 November 2023 that it has
conditionally raised GBP8 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 GBP3.1 million has been raised pursuant to the
Firm Placing with the balance being raised conditional upon
Shareholders approving the Resolutions at a general meeting, notice
of which is set out at the end of this document, that will inter
alia grant to the Directors the authority to allot the Conditional
Placing Shares for cash on a non-pre-emptive basis.
The Placing Shares carry a warrant entitlement of one Warrant
for every two Placing Shares. The grant of the Warrants attaching
to the Conditional Placing Shares is subject to Shareholder
approval. 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.
The Board recognises and is grateful for the support that it has
received from Shareholders and is also offering all Qualifying
Shareholders the opportunity to participate in an Open Offer at a
price of 22 pence per Ordinary Share, being the same price per
Ordinary Shares as the Placing. The Open Offer Shares will also
carry a warrant entitlement of one Warrant for every two Open Offer
Shares, and these will be granted on the same terms and conditions
as the Warrants granted pursuant to the Placing. The Open Offer is
conditional upon Shareholders approving the Resolutions at the
General Meeting.
The Open Offer will raise up to about GBP0.5 million (assuming
full take up of the Open Offer). The Open Offer is in addition to
and separate from the funds raised pursuant to the Placing. The
Open Offer is not being underwritten.
The Issue Price represents a discount of 15 per cent. to the
closing middle market price of 26 pence per Ordinary Share on 20
November 2023, being the last practicable date prior to the Launch
Announcement. The Firm Placing Shares will represent approximately
12 per cent. of the Company's enlarged issued ordinary share
capital after the issue of the Firm Placing Shares but prior to the
issue of the Conditional Placing Shares and the Open Offer Shares.
The Open Offer Shares and the Conditional Placing Shares together
will represent up to approximately 17 per cent. of the Enlarged
Share Capital following Second Admission (assuming the Open Offer
Shares are taken-up in full).
The new Ordinary Shares that would be issued upon the exercise
in full of the Warrants would represent a maximum of approximately
11.8 per cent. of the Company's issued ordinary share capital after
the Placing and the Open Offer assuming full take-up under the Open
Offer (and assuming no further issues of Ordinary Shares prior to
the exercise in full of the Warrants).
The total amount that the Company could raise under the Placing
and Open Offer is GBP8.5million (before expenses), assuming that
the Open Offer is fully subscribed.
Full exercise of the Warrants would raise a further GBP6 million
of proceeds for the Company.
The Placing, which has been arranged by Canaccord Genuity and
Fox-Davies pursuant to the terms of the Placing Agreement, has not
been underwritten.
The Conditional Placing and the Open Offer are conditional upon
Shareholders approving the Resolutions at the General Meeting that
will inter alia grant to the Directors the authority to allot the
Conditional Placing Shares and Open Offer Shares for cash and grant
the attached Warrants, in each case on a non-pre-emptive basis. The
Resolutions are contained in the Notice of General Meeting at the
end of this document. First Admission will become effective at 8.00
a.m. on 27 November 2023. Second Admission of the Conditional
Placing Shares and the Open Offer Shares is expected to take place
at 8.00 a.m. on 15 December 2023, or such later time and/or dates
as the Company, Beaumont Cornish, Canaccord Genuity and Fox-Davies
may agree (being in any event no later than 8.00 a.m. 29 December
2023).
The purpose of this document is, amongst other things, to
provide you with more information about the background to and
reasons for the Placing and Open Offer, to explain why the Board
considers the Fundraising to be in the best interests of the
Company and its Shareholders as a whole and why the Directors
unanimously recommend that, in order to implement the Conditional
Placing and the Open Offer, you vote in favour of the Resolutions
to be proposed at the General Meeting, notice of which is set out
at the end of this document.
2. Background to and reasons for the Placing and Open Offer
CleanTech Lithium is an exploration and development company,
advancing the next generation of sustainable lithium projects in
Chile. The target is to start producing battery grade lithium from
2026, with near zero carbon emissions and low environmental impact,
offering the electric vehicle market a green lithium supply
solution.
The Company was admitted to trading on AIM in March 2022, raised
GBP5.6m through its IPO and raised a further GBP12.3m (before
expenses) in a secondary placing in October 2022 to fund its
planned work programme through 2023. The Company has previously
confirmed that it plans to dual-list on the ASX and due to delays
in the regulatory application process in 2H 2023, it is now
envisaged that this will take place in Q1 / early Q2 2024.
As the Company nears the end of 2023, it requires new funding to
maintain progress on its main work programme activities in Chile
and to meet its ongoing business costs. The Company has made
significant progress in 2023 with the funds raised in late 2022, as
highlighted below. Completion of the Laguna Verde PFS and ongoing
production of lithium carbonate from the DLE pilot plant will allow
the Company to begin to engage in strategic discussions with
potential long-term partners.
Further information on the Company's assets, business strategy
and progress achieved since the last equity fundraising is
contained in the Company's announcement of the proposed Fundraising
dated 21 November 2023, a copy of which is available from the
Company's website at https://ctlithium.com/ .
3. Use of Proceeds
The gross proceeds receivable by the Company pursuant to Placing
will be GBP8 million, before expenses. The maximum gross proceeds
receivable by the Company pursuant to the Open Offer (assuming
take-up in full of the Open Offer by Qualifying Shareholders) will
be approximately GBP0.5 million, before expenses.
The net proceeds from the Placing will be applied to enhance the
development of the Company's two strategic assets in Chile
through:
-- the drilling of 5 wells at Laguna Verde (including 1 reinjection well);
-- completing and running the DLE pilot plant;
-- announcement of key findings from PFS on Laguna Verde;
-- working capital and general administrative costs for 6 months; and
-- flexibility for additional technical work at Laguna Verde and
additional drilling at Francisco Basin.
In parallel to the above workstreams, the Company will continue
to evaluate its funding needs and options with a view to securing
additional capital to complete its ongoing programme from the
second quarter of 2024 onwards.
As described further in the Company's announcement of the
proposed Fundraising dated 21 November 2023, the Company continues
to progress its proposed listing on the ASX, by which point it
anticipates securing additional funding to maintain momentum on its
work programmes to allow it to complete a DFS at Laguna Verde and
complete a PFS at Francisco Basin.
It should be noted that the Company is therefore anticipating a
further fundraising being required by no later than the second
quarter of 2024.
4. The Fundraising
4.1 The Placing
The Company has conditionally raised GBP8 million (before
expenses) through the issue of the Placing Shares at the Issue
Price, which represents a discount of 15 per cent. to the closing
middle market price of 26 pence per Ordinary Share on 20 November
2023, being the last practicable date prior to the Launch
Announcement.
The Placing Shares carry a warrant entitlement of one Warrant
for every two Placing Shares. Each Warrant grants the holder the
right to subscribe for one new Ordinary Share at a price of 33p,
being 50 per cent. above the Issue Price and is exercisable from
the date of grant and ending on 14 December 2026.
The 14,124,466 Firm Placing Shares have been placed firm with
investors. The placing of the Firm Placing Shares and the attached
Warrants is being made pursuant to existing authorities to allot
shares non-pre-emptively under the Company's articles of
association, which were granted to the Directors at the Annual
General Meeting of the Company held on 31 May 2023. Admission of
the Firm Placing Shares is expected to become effective, at 8.00
a.m. on 27 November 2023.
The Company will require further authorities to allot the
Conditional Placing Shares and the attached Warrants. Accordingly,
22,239,172 Conditional Placing Shares and 11,119,586 Warrants have
been conditionally placed with investors and the Conditional
Placing is conditional upon Shareholders approving the Resolutions
at the General Meeting that will inter aliagrant to the Directors
the authority to allot the Conditional Placing Shares for cash and
grant the attached Warrants on a non-pre-emptive basis.
Together, the Placing Shares will represent approximately 25 per
cent. of the Enlarged Share Capital immediately following Second
Admission assuming full take-up under the Open Offer and will
represent approximately 25.5 per cent. of the Enlarged Share
Capital immediately following Second Admission assuming no take-up
under the Open Offer.
The Conditional Placing is conditional upon, inter alia, the
Placing Agreement not having been terminated, the passing of the
Resolutions and Second Admission occurring on or before 8.00 a.m.
on 15 December 2023 (or such later date as Beaumont Cornish,
Canaccord Genuity, Fox-Davies and the Company may agree, being not
later than 8.00 a.m. 29 December 2023).
4.2 Related Party Transaction
As a part of the Placing and on the same terms as all other
placees, Regal Funds, which is currently interested in more than 10
per cent. of the Company's issued share capital and therefore a
related party under the AIM Rules, agreed to subscribe for
approximately GBP1,200,000, thereby maintaining its current
interest in the Company on the enlarged basis. As such, Regal Funds
participation is a related party transaction for the purposes of
Rule 13 of the AIM Rules. Accordingly, the Directors of the
Company, all independent, consider, having consulted with Beaumont
Cornish, that the terms of the subscription by Regal Funds are fair
and reasonable insofar as the Company's shareholders are
concerned.
4.3 The Placing Agreement
Pursuant to the terms of the Placing Agreement, Canaccord
Genuity and Fox-Davies, as agents for the Company, have
conditionally agreed to use their respective reasonable endeavours
to procure subscribers for the Placing Shares. Canaccord Genuity
and Fox-Davies have conditionally placed the Placing Shares with
certain institutional and other investors at the Issue Price. The
Placing has not been underwritten. The Firm Placing is conditional
upon the Placing Agreement not having been terminated and First
Admission occurring on or before 8.00 a.m. on 27 November 2023 (or
such later date as Beaumont Cornish, Canaccord Genuity, Fox-Davies
and the Company may agree, being not later than 8.00 a.m. 29
December 2023). The Conditional Placing is conditional upon, inter
alia, the Placing Agreement not having been terminated, the passing
of the Resolutions at the General Meeting and Second Admission
occurring on or before 8.00 a.m. on 15 December 2023 (or such later
date as Beaumont Cornish, Canaccord Genuity, Fox-Davies and the
Company may agree, being not later than 8.00 a.m. 29 December
2023).
The Placing Agreement contains customary warranties from the
Company in favour of Beaumont Cornish, Canaccord Genuity and
Fox-Davies in relation to, inter alia, the accuracy of the
information in this document and other matters relating to the
Group and its business. In addition, the Company has agreed to
indemnify Beaumont Cornish, Canaccord Genuity and Fox-Davies in
relation to certain defined liabilities that they may incur in
respect of the Placing and Open Offer.
The Placing Agreement also provides for the Company to pay all
costs, charges and expenses of, or incidental to, the Placing and
Admissions including all legal and other professional fees and
expenses.
The Placing Shares have not been made available to the public
and have not been offered or sold in any jurisdiction where it
would be unlawful to do so.
4.4 Broker Warrants
As consideration for their services in connection with the
Placing, the Company intends to grant Fox-Davies and Canaccord
Genuity each with warrants over an aggregate of up to 2,727,273
Ordinary Shares which is equal to approximately 7.5 % of the
Placing Shares. The Broker Warrants will be exercisable at a price
equal to the Issue Price up until five years from completion of the
Placing. Grant of the Broker Warrants is conditional inter alia
upon the passing of the Resolutions at the General Meeting.
4.5 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 GBP0.5 million (before
expenses) (assuming full take up of the Open Offer) 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
General Meeting.
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 this document.
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 this document.
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 this document 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.
4.6 The Warrants
The Warrant Instrument was entered into by way of a deed poll by
the Company dated on or around 22 November 2023 under which the
Company constituted up to 19,364,413 Warrants to be issued in
connection with the Fundraising.
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.
The Warrants shall be freely transferable. Warrants issued in
certificated form are exercised by completing a notice of exercise
in the form set out in the Warrant Instrument and returning it
along with the relevant Warrant certificates and the relevant
cheque payment (payable to Computershare Investor Services).
Warrants held in uncertificated form are exercised by submission of
the usual USE/AUSN message and delivery to Computershare Investor
Services CREST details Participant ID 3RA15, Member Account ID
CTLWAR together with remittance in cleared funds of the
subscription price in respect of each Warrant being exercised.
Any Warrants remaining unexercised after the end of the relevant
subscription period shall automatically expire without
compensation. Upon exercise of the Warrants, the underlying
Ordinary Shares will be issued within fourteen days.
The Warrant Instrument contains customary provisions for
adjustments to the relevant exercise price in certain
circumstances, including if, prior to the end of the Warrant Expiry
Date (as applicable), there shall occur any reorganisation,
recapitalisation, consolidation or subdivision, involving the
Company.
4.7 Settlement and dealings
Application has been made to the London Stock Exchange for the
Firm Placing Shares to be admitted to trading on AIM. It is
expected that First Admission will become effective at 8.00 a.m. on
27 November 2023.
Subject to the Resolutions being passed at the General Meeting,
application will be made to the London Stock Exchange for the
Conditional Placing Shares and the Open Offer Shares to be admitted
to trading on AIM. It is expected that Second Admission will become
effective at 8.00 a.m. on 15 December 2023.
No application is being made for the Warrants to be admitted to
trading on AIM.
The Placing Shares and the Open Offer Shares will, when issued
and fully paid, rank pari passu in all respects with the Existing
Ordinary Shares including the right to receive dividends and other
distributions declared, made or paid after the date of their
issue.
5. Directors' participation in the Placing
Certain of the Directors have agreed to subscribe on a
conditional basis for 1,329,092 Conditional Placing Shares and
664,546 Warrants.
Director Conditional Warrants
Placing Shares
Steve Kesler 368,182 184,091
Jonathan Morley Kirk 113,638 56,819
Gordon Stein 113,638 56,819
Maha Daoudi 279,092 139,546
Tommy McKeith 454,546 227,273
The Directors do not intend to participate in the Open Offer. A
summary of their shareholdings as at the date of this Circular, and
following Second Admission are set out in paragraph 2 of Part
IV.
6. Effect of the Placing and Open Offer
Upon Second Admission, and assuming full take up of the Open
Offer Entitlements and no exercise of existing options or warrants,
the Enlarged Share Capital is expected to be 145,162,326 Ordinary
Shares. On this basis, the New Ordinary Shares would represent
approximately 27 per cent. of the Company's Enlarged Share
Capital.
Following the issue of the New Ordinary Shares pursuant to the
Placing and the Open Offer, assuming full take up of the Open Offer
Entitlements and no further exercise of options under the Company's
share schemes, a Qualifying Shareholder who does not take up any of
their Open Offer Entitlements nor participate in the Placing will
suffer a dilution of approximately 27 per cent. to their interests
in the Company. Qualifying Shareholders that take up their Open
Offer Entitlements in full, and do not participate in the Placing,
will suffer a dilution of approximately 25 per cent. to their
interest in the Company.
The expenses of the Placing and Open Offer are expected to be
approximately GBP0.7 million.
7. The General Meeting
The Directors do not currently have authority within the
Company's articles of association to allot all of the Conditional
Placing Shares or the Open Offer Shares or to grant the Warrants
relating to the Conditional Placing and Open Offer or Broker
Warrants or allot all of the Ordinary Shares that would be issued
upon the exercise in full of such Warrants and Broker Warrants on a
non-pre-emptive basis. Accordingly, the Board is seeking the
approval of Shareholders at the General Meeting to authorise the
Directors to allot Ordinary Shares and grant Warrants and disapply
the pre-emption rights set out in the Company's articles of
association from in connection with the Conditional Placing, the
Open Offer, the Warrants that are to be granted pursuant to the
Conditional Placing and the Open Offer and the grant of the Broker
Warrants.
The following resolutions will be proposed at the General
Meeting:
Resolution 1 which is an ordinary resolution to authorise
Directors to allot Ordinary Shares up to an aggregate nominal
amount of GBP880,212.55, in relation to the issue of the
Conditional Placing Shares, the Open Offer Shares, the Warrants
relating to the Conditional Placing and the Open Offer and the
Broker Warrants as well as a general authority to allot Ordinary
Shares or securities convertible into Ordinary Shares in respect of
approximately one-third of the Enlarged Share Capital (assuming
full take-up of the Open Offer); and
Resolution 2 which is conditional on the passing of Resolution
1, is a special resolution to authorise the Directors to allot the
Conditional Placing Shares, the Open Offer Shares, the Warrants
relating to the Conditional Placing and the Open Offer and the
Broker Warrants and to allot Ordinary Shares or securities
convertible into Ordinary Shares up to 20 per cent. of the Enlarged
Share Capital (assuming full take-up of the Open Offer), in each
case on a non-pre-emptive basis.
Resolution 2 will be proposed as a special resolution. To be
passed, Resolution 2 will require the support of not less than
three-quarters of the total voting rights of Shareholders who
(being entitled to do so) vote on such resolutions (in person or by
proxy) at the General Meeting. The Conditional Placing and the Open
Offer (including the grant of Warrants in relation thereto) and the
grant of the Broker Warrants are conditional on the passing of the
Resolutions.
The authority and the power described in the Resolutions
replaces any previous authority or power previously conferred on
the Directors.
Set out at the end of this document is a notice convening the
General Meeting to be held on 14 December 2023 at 10 a.m. at the
offices of the Company, de Carteret House, 7 Castle Street, St
Helier, Jersey, JE2 3BT at which the Resolutions will be
proposed.
8. Action to be taken
8.1 In respect of the General Meeting
A Form of Proxy for use at the General Meeting accompanies this
document. The Form of Proxy should be completed and signed in
accordance with the instructions thereon and returned to the
Company's registrars, Computershare Investor Services (Jersey)
Limited, The Pavilions, Bridgwater Road, Bristol BS99 6AH, as soon
as possible, but in any event so as to be received by no later than
10.00 a.m. on 12 December 2023 (or, if the General Meeting is
adjourned, 48 hours (excluding any part of a day that is not a
working day) before the time fixed for the adjourned meeting).
If you hold your Existing Ordinary Shares in uncertificated form
in CREST, you may vote using the CREST Proxy Voting service in
accordance with the procedures set out in the CREST Manual. Further
details are also set out in the notes accompanying the Notice of
General Meeting at the end of this document. Proxies submitted via
CREST must be received by the issuer's agent (ID 3RA50) by no later
than 10.00 a.m. on 12 December 2023 (or, if the General Meeting is
adjourned, 48 hours (excluding any part of a day that is not a
working day) before the time fixed for the adjourned meeting). The
Company may treat as invalid a proxy appointment sent by CREST in
the circumstances set out in Article 34 of the Uncertificated
Securities Order.
8.2 In respect of the Open Offer
Qualifying Non-CREST Shareholders wishing to apply for Open
Offer Shares, or the Excess Open Offer Shares must complete the
enclosed Application Form in accordance with the instructions set
out in paragraph 3 of Part III of this document and on the
accompanying Application Form and return it to Computershare
Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99
6AH, so as to arrive no later than 11.00 a.m. on 13 December
2023.
If you do not wish to apply for any Open Offer Shares under the
Open Offer, you should not complete or return the Application Form.
Shareholders are nevertheless requested to complete and return the
Form of Proxy.
If you are a Qualifying CREST Shareholder, no Application Form
will be sent to you. Qualifying CREST Shareholders will have Open
Offer Entitlements and Excess CREST Open Offer Entitlements
credited to their stock accounts in CREST. You should refer to the
procedure for application set out in paragraph 3 of Part III of
this document. The relevant CREST instructions must have settled in
accordance with the instructions in paragraph 3.2 of Part III of
this document by no later than 11.00 a.m. on 13 December 2023.
Qualifying CREST Shareholders who are CREST sponsored members
should refer to their CREST sponsors regarding the action to be
taken in connection with this document and the Open Offer.
9. Overseas Shareholders
Information for Overseas Shareholders who have registered
addresses outside the United Kingdom or who are citizens or
residents of countries other than the United Kingdom appears in
paragraph 6 of Part III of this document, which sets out the
restrictions applicable to such persons. If you are an Overseas
Shareholder, it is important that you pay particular attention to
that paragraph of this document.
10. Recommendation
The Directors consider the Placing and Open Offer 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 10,698,039
Ordinary Shares.
Should the Resolutions at the General Meeting not be passed, the
Conditional Placing and Open Offer will not complete, and the
Company would only receive the net proceeds of the Firm Placing and
would need to explore other funding alternatives to support its
working capital requirements.
Yours faithfully
Steve Kesler
Executive Chairman
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