CleanTech Lithium PLC
20 August 2026
20 August 2026
CleanTech Lithium PLC ("CTL", CleanTech Lithium" or the "Company")
Amendment to Laguna Verde Sale & Purchase Agreement
CleanTech Lithium PLC (AIM: CTL, Frankfurt:T2N), an exploration and development company advancing sustainable lithium projects in Chile, announces that, together with its wholly owned subsidiaries, CleanTech Laguna Verde SpA ("CLV") and Atacama Salt Lakes SpA ("ASL"), it has entered into a Settlement and Amendment Agreement ("SAA") with the vendors ("the LV Vendors") of 23 mining concessions at Laguna Verde (the "Licences"). The SAA amends the sale and purchase agreement announced by the Company on 22 April 2024 (the "SPA") pursuant to which CLV agreed to acquire the Licences.
The SAA, which was executed on 19 August 2026, resolves all historic financial and legal issues between the CleanTech group and the LV Vendors, including matters referred to in the Company's announcements on 1 December 2025 and 22 April 2026. Furthermore, it reduces the aggregate cash consideration payable by 60% from US$35 million to US$14 million.
Highlights:
· Under the amended SPA, the cash consideration to acquire 23 licences has been reduced by US$21.0 million to US$14.0 million, of which US$2.5 million has been paid.
· Of the US$11.5 million remaining with the execution of the SAA, US$9.0 million becomes payable only when specified lithium sales-volume milestones at Laguna Verde are achieved.
· In addition to the reduction in cash consideration, the Company will issue a total of 6,600,000 new ordinary shares in the Company (the "Consideration Shares") to the LV Vendors in three tranches of 2,200,000 Consideration Shares each. Each issuance will be conditional upon applicable milestones shown in the table below and will be subject to a six-month lock-in arrangement on each occasion.
· The US$1.25 million paid to the LV Vendors upon signature of the SAA was funded from proceeds from the last fundraise having been ring-fenced specifically for this purpose.
· The LV Vendors have agreed that within five days of execution of the SAA all necessary steps to procure the irrevocable withdrawal of the legal claims and allegations made against members of the CleanTech group will be taken.
· The Company has applied for admission of the first tranche of 2,200,000 Consideration Shares to trading on AIM ("Admission"), which is expected to occur on or around 24 August 2026.
Ignacio Mehech, Chief Executive Officer, of CleanTech Lithium PLC, said: "I am delighted to report the agreement with the LV Vendors, which results in the termination of all litigation between the parties and to amend the SPA with improved terms for all involved. By taking these actions and becoming Company shareholders, the LV Vendors are signalling their belief and long-term support for our Laguna Verde project and the success of the Company.
"With this matter resolved, we can now focus entirely on progressing with the strategic partner selection process, the ASX listing with formal application documentation to the ASX authorities having been submitted within the past few days, the ratification and formal issuance of the CEOL for Laguna Verde, the Environmental Impact Study ("EIA") contractor selection and several technical workstreams in motion."
Termination of all Legal Cases and withdrawal of Allegations
Under the terms of the SAA, the LV Vendors have an obligation within five days to irrevocably waive, withdraw and settle all pending legal claims and to refrain from bringing any legal administrative and/or extrajudicial claims arising or existing before the SAA date.
In addition, the LV Vendors are obligated under the SAA to file a complete, unconditional and unreserved withdrawal of the criminal allegations to the Public Prosecutor's office and to provide the Company with a copy of the filing and of the decision declaring their participation as private complainants terminated.
Amended Consideration
The amended consideration terms are as follows:
|
|
Milestone |
Date |
USD $m |
Shares in # |
Rev. Interest % |
|
1 |
Signature of the SPA |
Apr-24 |
1.25 |
- |
- |
|
2 |
Signature of the SAA |
Aug-26 |
1.25 |
2,200,000 |
- |
|
3 |
Receipt of funds from an agreement with a Strategic Partnership which exceeds US$10 million |
TBC |
1.00 |
2,200,000 |
49% |
|
4 |
Start of construction at Laguna Verde |
TBC |
1.50 |
2,200,000 |
40% |
|
5 |
60 days after reaching cumulative sales of 10,000 tonnes of LCE or Lithium derivatives at Laguna Verde |
TBC |
4.50 |
- |
30% |
|
6 |
60 days after reaching cumulative sales of 35,000 tonnes of LCE or Lithium derivatives at Laguna Verde |
TBC |
4.50 |
- |
20% |
|
|
Total consideration |
|
14.00 |
6,600,000 |
|
The right-hand column shows the Reversionary Interest which would apply in the event a milestone payment is missed. That reversionary interest would see up to 49% of the shares held by ASL in CLV transferred to the LV Vendors. ASL would, however, retain the right to buy-back those reversionary shares by settling any missed milestone payments which triggered the reversionary interest.
Consideration Shares
Application has been made for the first tranche comprising 2,200,000 Consideration Shares to be admitted to trading on AIM with Admission expected to occur on or around 24 August 2026. The 2,200,000 Consideration Shares are being issued under existing share authorities which 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 Consideration Shares.
Once admitted, the first tranche of Consideration Shares will represent approximately 0.6% of the enlarged total voting rights.
Total Voting Rights
Following Admission, the Company will have a total of 365,191,716 Ordinary Shares in issue with voting rights. The Company does not hold any Ordinary Shares in treasury and accordingly as from Admission the total number of voting rights in the Company will be 365,191,716.
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 Ignacio Mehech, Director and CEO.
|
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 Email: info@ctlithium.com |
|
Beaumont Cornish Limited (Nominated Adviser) Roland Cornish/Asia Szusciak |
+44 (0) 20 7628 3396 |
|
Fox-Davies Capital, a trading name of CAL Investments Limited (Capital Markets Adviser and Sole Bookrunner) Daniel Fox-Davies |
+44 (0) 20 3884 8450 |
|
Canaccord Genuity (Broker) James Asensio |
+44 (0) 20 7523 4680 |
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 and the Mining Ministry in Chile have agreed the contractual terms for the Special Lithium Operating Contract ("CEOL") for Laguna Verde, subject to final ratification.
CleanTech Lithium is committed to utilising Direct Lithium Extraction ("DLE") with reinjection of spent brine. 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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