New Bridging Mortgage and Termination of Convertible Mortgage Notes

CleanTech Lithium PLC (AIM:CTL, Frankfurt:T2N, OTCQX:CTLHF), an exploration and growth firm advancing lithium tasks in Chile, is happy to announce it has secured commitments from quite a lot of buyers (together with present shareholders) to boost gross proceeds of roughly A$4 million (roughly £2.1 million) by the problem of mortgage notes (the “Mortgage Notes”). As well as, the Firm declares that on 28 June 2024 it has terminated the £1 million convertible mortgage notes (the “CLNs”), particulars of which had been introduced on 22 April 2024.

The Mortgage Notes:

The Mortgage Notes subscribed for are for an mixture quantity of A$3,995,000, have been denominated in each Australian {Dollars} (the “AUD Mortgage Notes“) and Kilos Sterling (the “GBP Mortgage Notes“) and carry an entitlement to warrants (“Warrants“). Every A$ 0.9126 of AUD Mortgage Notes subscribed and/or every £0.48 of GBP Mortgage Notes subscribed will carry an entitlement to at least one Warrant. Every Warrant grants the holder the fitting to subscribe for one new Abnormal Share at a value of both A$0.456 or £0.24 (on the warrant holder’s election), being a 71.4 per cent. premium to the Firm’s closing share value on 28 June 2024 of £0.14 and every has a time period of 5 years.

The funds raised by the problem of the Mortgage Notes will present CTL with instant liquidity and can allow the Firm to keep up its present actions and work programmes while it prepares for the deliberate dual-listing on the Australian Securities Alternate (“ASX”).

CLNs Termination:

On 28 June 2024 the Firm terminated the settlement regarding the £1 million CLNs, particulars of which had been introduced on 22 April 2024, as a result of CLNs subscriber failing to pay the subscription monies for the CLNs to the Firm, regardless of ongoing assurances to the Firm that they’d meet their obligations underneath the settlement.

Steve Kesler, Chairman and Interim Chief Govt Officer, CleanTech Lithium PLC, mentioned:

“The Board thought of it prudent to usher in the mandatory funds now to offer for our working capital as we transfer forwards in the direction of the supposed ASX dual-listing. We’re grateful to the Mortgage Notice holders for responding to our request for a short-term facility which is undertaken on what the Board considers to be consistent with affordable phrases for a mortgage facility of this kind. This mortgage is meant to be a short-term bridging facility to be repaid from the proceeds of the subsequent capital increase, which as beforehand introduced, the Firm intends to conduct in reference to its dual-listing on the ASX.

I used to be in Australia for conferences with numerous events for 10 days lately, together with our advisors and fellow director Tommy McKeith, and we had been very happy on the reception to our Firm’s story.

We are going to replace the market once more quickly on the subsequent steps with the itemizing.”

Additional Info on the Mortgage Notes:

On 28 June 2024 CTL has entered into the Mortgage Notes with 4 lenders on the next phrases:

• A$3,140,000 AUD Mortgage Notes and £450,000 GBP Mortgage Notes have been subscribed for, equal to complete gross proceeds of A$3,995,000 or £2,102,632 at an FX price of GBP1.00/A$1.90
• The Mortgage Notes connect a Warrant for each A$0.912 of AUD Mortgage Notes subscribed and/or every £0.48 of GBP Mortgage Notes issued respectively
• The AUD Mortgage Notes are issued in integral multiples of A$10,000 and the GBP Mortgage Notes in multiples of £10,000
• The Mortgage Notes don’t bear curiosity and have a maturity date of 12 months from problem date (“Maturity Date”)
• A premium shall be payable on the principal quantity of any excellent Mortgage Notes, to be paid on the date of redemption, as follows:
  • 15% premium if the Mortgage Notes are repaid inside three (3) calendar months of their problem date; and
  • Ought to the compensation not be made throughout the first three (3) months, then the premium incrementally will increase to as much as 50% ought to the Mortgage Notes be repaid between ten (10) and twelve (12) calendar months from the date of problem.
• The entire excellent Mortgage Notes shall be redeemed on the sooner of:
  • the Maturity Date, and
  • 10 enterprise days following the completion of a capital increase of at the least A$5,000,000.
• Safety:
  • The Mortgage Notes are unsecured for the primary three months. Ought to the compensation not be made throughout that interval, safety over property will must be procured. Till the Mortgage Notes have been redeemed, the Firm is not going to take out some other mortgage services with out the prior approval of at the least 75% of the Mortgage Noteholders.

Associated Social gathering:

Regal Tactical Credit score Fund, of which Regal Funds Administration Pty Ltd is a trustee, has subscribed for A$3,000,000 of the AUD Mortgage Notes. Regal Funds¹, as outlined under, are at present considering 15.35 per cent. of the Firm’s issued share capital and due to this fact are, as a considerable shareholder, a Associated Social gathering underneath the AIM Guidelines. As such, Regal Tactical Credit score Fund’s participation within the subscription underneath the AUD Mortgage Notes is a Associated Social gathering Transaction for the needs of Rule 13 of the AIM Guidelines.

In assessing the reasonableness of the phrases of the Mortgage Notes, the Administrators thought of a number of prevailing elements together with the Firm’s money place typically, the necessity to substitute proceeds from the CLNs which had not been paid (as referred to above) the urgent must handle Firm’s near-term working capital necessities with suitably priced various funding and in addition to seek out supportive Mortgage Notice holders who’re supportive of the Firm’s wider goals. The one fairness linkage is the Warrants with a hard and fast subscription value of both A$0.456 or £0.24 which compares to a closing value on AIM on 28 June 2025 of £0.14. As defined above, the Mortgage Notes are supposed to be repaid from the proceeds of the subsequent capital increase at the side of the deliberate ASX itemizing, had been that itemizing to not happen then the Firm would wish to undertake another increase in some unspecified time in the future over the subsequent twelve months to permit for the Mortgage Notes to be repaid in full.

Accordingly, the Administrators of the Firm, all impartial, having consulted with Beaumont Cornish Restricted, the Firm’s Nominated Adviser, have concluded that the phrases of the Mortgage Notes are truthful and affordable insofar because the Firm’s shareholders are involved.

¹Regal Funds comprising Regal Funds Administration Pty Restricted and its associates (together with Regal Companions Restricted, of which Regal Funds Administration Pty Restricted is an entirely owned subsidiary) which act as trustee and funding advisor for sure funds

Warrant Instrument:

The Mortgage Notes carry an entitlement to Warrants. Every Warrant grants the holder the fitting to subscribe for one new Abnormal Share at a value of both A$0.456 or £0.24 (on the warrant holder’s election), being 71.4 per cent. above the Firm’s share value at shut of buying and selling on 28 June 2024 of £0.14 and has a time period of 5 years. If exercised, the Warrants would generate roughly £1.1m in more money proceeds for the Firm. All Warrants are transferrable.

In mixture a complete of 4,380,181 Warrants have been granted and any Warrants that are unexercised on the finish of the related subscription interval shall routinely expire. Upon train of the Warrants, it’s anticipated the underlying Abnormal Shares might be issued inside seven days.

Beaumont Cornish Restricted (“Beaumont Cornish”) is the Firm’s Nominated Adviser and is authorised and controlled by the FCA. Beaumont Cornish’s tasks because the Firm’s Nominated Adviser, together with a accountability to advise and information the Firm on its tasks underneath the AIM Guidelines for Corporations and AIM Guidelines for Nominated Advisers, are owed solely to the London Inventory Alternate. Beaumont Cornish just isn’t performing for and won’t be accountable to some other individuals for offering protections afforded to prospects of Beaumont Cornish nor for advising them in relation to the proposed preparations described on this announcement or any matter referred to in it.

Notes

CleanTech Lithium (AIM:CTL, Frankfurt:T2N, OTCQX:CTLHF) is an exploration and growth firm advancing sustainable lithium tasks in Chile for the clear vitality transition. Dedicated to net-zero, CleanTech Lithium’s mission is to provide materials portions of sustainable battery grade lithium merchandise utilizing Direct Lithium Extraction expertise powered by renewable vitality. The Firm plans to be a number one provider of ‘inexperienced’ lithium to the EV and battery manufacturing market.

CleanTech Lithium has two key lithium tasks in Chile, Laguna Verde and Viento Andino, and maintain licences in Llamara and Salar de Atacama, positioned within the lithium triangle, a number one centre for battery grade lithium manufacturing. The 2 main tasks: Laguna Verde and Viento Andino are located inside basins managed by the Firm, which affords important potential growth and operational benefits. All 4 tasks have direct entry to present infrastructure and renewable energy.

CleanTech Lithium is dedicated to utilizing renewable energy for processing and decreasing the environmental impression of its lithium manufacturing by utilising Direct Lithium Extraction with reinjection of spent brine. Direct Lithium Extraction is a transformative expertise which removes lithium from brine, with greater recoveries than standard extraction processes. The strategy provides quick growth lead instances with no intensive website development or evaporation pond growth so there may be minimal water depletion from the aquifer. www.ctlithium.com

Supply

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