WRAP Retail Offer for approximately £250,000

CleanTech Lithium PLC

04 June 2026

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, OR INTO OR WITHIN THE UNITED STATES, AUSTRALIA, NEW ZEALAND, CANADA, SOUTH AFRICA OR JAPAN, OR ANY MEMBER STATE OF THE EEA, OR ANY OTHER JURISDICTION WHERE, OR TO ANY OTHER PERSON TO WHOM, TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE LAW OR REGULATION. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE PURPOSES OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA") AND HAS BEEN APPROVED BY MAREX FINANCIAL LIMITED WHICH IS AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY (FCA REGISTRATION NUMBER 442767).

4 June 2026

CleanTech Lithium PLC

("CleanTech Lithium" or the "Company")

WRAP Retail Offer for approximately £250,000

CleanTech Lithium (AIM: CTL, Frankfurt:T2N), an exploration and development company advancing sustainable lithium projects in Chile is pleased to announce a retail offer via the Winterflood Retail Access Platform ("WRAP") to raise approximately £250,000 (the "WRAP Retail Offer") through the issue of new ordinary shares of £0.02 each in the capital of the Company ("Ordinary Shares").  Under the WRAP Retail Offer new Ordinary Shares (the "WRAP Retail Offer Shares") will be made available at a price of 6 pence per share (the "Issue Price").

As part of the WRAP Retail Offer, the WRAP Retail Offer Shares carry a warrant entitlement of one warrant ("Warrant") for every two WRAP Retail Offer Shares subscribed for. Each Warrant grants the holder the right to subscribe for one new Ordinary Share at a price of 9 pence, being at a 50 per cent premium to the Issue Price, at any time from one year after the date of Admission until up to and including the date which is three years from the date of Admission.

In addition to the WRAP Retail Offer and as announced earlier today, the Company will also be conducting a placing of new Ordinary Shares (the "Placing Shares" and together with the WRAP Retail Offer Shares, the "New Ordinary Shares") at the Issue Price to raise approximately £4.5 million (before expenses) through a bookbuild process (the "Placing"). The Issue Price represents a discount of approximately 26 per cent. to the mid-market closing price of 8.15 pence per  Ordinary Share on 3 June 2026 (being the latest practicable date prior to this announcement).

The proceeds of the Placing and the WRAP Retail Offer will be used to fund licence acquisition costs at Laguna Verde, commence crucial environmental impact assessment works, which are now critical path, support ongoing refinement of the Direct Lithium Extraction processes, engineering configurations and trade-off analysis for CAPEX and OPEX optimisations, ASX dual-listing costs, as well as for working capital needs whilst a strategic partner is selected.

For the avoidance of doubt, the WRAP Retail Offer is not part of the Placing. Completion of the WRAP Retail Offer is conditional, inter alia, upon the completion of the Placing but completion of the Placing is not conditional on the completion of the WRAP Retail Offer.

The issue of the WRAP Retail Offer Shares and the granting of the Warrants are conditional upon, inter alia, the passing of certain resolutions to be put to shareholders of the Company at a General Meeting, which is expected to be held on 1 July 2026. A circular containing further details of the proposals and containing the Notice of General Meeting is expected to be despatched to Shareholders by 8 June 2026. Following its publication, the Circular will be available on the Company's website at https://ctlithium.com/investors/circulars-documents/.

The granting of the Warrants is further conditional upon the Company obtaining consent from the Jersey Financial Services Commission pursuant to the Control of Borrowing (Jersey) Order 1958 ("JFSC Consent"). If JFSC Consent is not obtained, the Warrants will not be granted.

The WRAP Retail Offer is conditional on the WRAP Retail Offer Shares being admitted to trading on AIM ("Admission"). It is anticipated that Admission will become effective and that dealings in the New Ordinary Shares will commence at 8 a.m. on 2 July 2026.

WRAP Retail Offer

The Company values its retail shareholder base and believes that it is appropriate to provide both new retail investors and existing retail shareholders in the United Kingdom the opportunity to participate in the WRAP Retail Offer.

Therefore, the Company is making the WRAP Retail Offer open to eligible investors in the United Kingdom, being new retail investors or existing shareholders of the Company, following release of this announcement, and through certain financial intermediaries.

Fox-Davies Capital (a trading name of CAL Investments Limited) ("Fox-Davies") will be acting as sole retail offer coordinator in relation to the WRAP Retail Offer (the "Retail Offer Coordinator"). The details for the Retail Offer Coordinator can be found below in this announcement.

A number of retail platforms are able to access the WRAP Retail Offer. Non-holders or existing shareholders wishing to subscribe for WRAP Retail Offer Shares should contact their broker or wealth manager who will confirm if they are participating in the WRAP Retail Offer.

Expected Timetable:

WRAP Retail Offer Opens	4 June 2026, 16:45
WRAP Retail Offer Expected Closure Time	9 June 2026, 16:30
Results of WRAP Retail Offer Announced	10 June 2026
Results of General Meeting Announced	1 July 2026
Admission and Dealings in WRAP Retail Offer Shares to Commence	2 July 2026

Eligible shareholders should note that financial intermediaries may have earlier closing times.

Any changes to the expected timetable above will be notified by the Company through a Regulatory Information Service. References to times are to London times unless otherwise stated.

Retail brokers wishing to participate in the WRAP Retail Offer on behalf of eligible retail investors, should contact [e-mail].

To be eligible to participate in the WRAP Retail Offer, applicants must be a customer of a participating intermediary including individuals aged 18 years or over, companies and other bodies corporate, partnerships, trusts, associations and other unincorporated organisations.

There is a minimum subscription of £100.00 per investor under the WRAP Retail Offer. The terms and conditions on which investors subscribe will be provided by the relevant financial intermediaries including relevant commission or fee charges.

The Company reserves the right to amend the size and timings of the WRAP Retail Offer at its discretion but in any event the WRAP Retail Offer will not exceed £1 million. The Company reserves the right to scale back any order and to reject any application for subscription under the WRAP Retail Offer without giving any reason for such rejection.

It is vital to note that once an application for WRAP Retail Offer Shares has been made and accepted via an intermediary, it cannot be withdrawn.

The WRAP Retail Offer Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with existing Ordinary Shares including the right to receive all dividends and other distributions declared, made or paid after their date of issue.

The WRAP Retail Offer is offered in the United Kingdom pursuant to an exemption contained in Schedule 1 (Part 1) of The Public Offers and Admission to Trading Regulations 2024. As such, there is no need for publication of any form of prospectus, or for approval of the same by the Financial Conduct Authority. The WRAP Retail Offer is not being made into any jurisdiction other than the United Kingdom.

No offering document, prospectus or admission document has been or will be prepared or submitted to be approved by the Financial Conduct Authority (or any other authority) in relation to the WRAP Retail Offer, and investors' commitments will be made solely on the basis of the information contained in this announcement and information that has been published by or on behalf of the Company prior to the date of this announcement by notification to a Regulatory Information Service.

Investors should make their own investigations into the merits of an investment in the Company. Nothing in this announcement amounts to a recommendation to invest in the Company or amounts to investment, taxation or legal advice.

It should be noted that a subscription for WRAP Retail Offer Shares and investment in the Company carries a number of risks. Investors should take independent advice from a person experienced in advising on investment in securities such as the WRAP Retail Offer Shares if they are in any doubt. It is vital to note that once an application for WRAP Retail Offer Shares has been made and accepted via an intermediary, it cannot be withdrawn.

An investment in the Company will place capital at risk. The value of investments, and any income, can go down as well as up, so investors could get back less than the amount invested.

Neither past performance nor any forecasts should be considered a reliable indicator of future results.

For Further Information

CleanTech Lithium PLC	[phone]
Ignacio Mehech/Gordon Stein/Nick Baxter
Beaumont Cornish Limited (Nominated Adviser) Roland Cornish/Asia Szusciak	[phone]
Fox-Davies (Retail Offer Coordinator)	[phone]
Daniel Fox-Davies
Winterflood Retail Access Platform	[e-mail]
Sophia Bechev, Kaitlan Billings	0203 100 0214

Further information on the Company can be found on its website at https://ctlithium.com/

The Company's LEI is 213800Y3TN5JQCDA9U59

This announcement should be read in its entirety. In particular, the information in the "Important Notices" section of the announcement should be read and understood.

Important Notices

This announcement, which has been prepared by and is the sole responsibility of the Company, has been approved for the purposes of Section 21 of the Financial Services and Markets Act 2000 ("FSMA") by Marex Financial ("MF") which is authorised and regulated by the Financial Conduct Authority.

This announcement and the information contained herein is not for release, publication or distribution, directly or indirectly, in whole or in part, in or into or from the United States (including its territories and possessions, any state of the United States and the District of Columbia (the "United States" or "US")), Australia, Canada, New Zealand, Japan, the Republic of South Africa, any member state of the EEA or any other jurisdiction where to do so might constitute a violation of the relevant laws or regulations of such jurisdiction.

The WRAP Retail Offer Shares and Warrants have not been and will not be registered under the US Securities Act of 1933, as amended (the "US Securities Act") or under the applicable state securities laws of the United States and may not be offered or sold directly or indirectly in or into the United States. No public offering of the WRAP Retail Offer Shares and Warrants is being made in the United States. The WRAP Retail Offer Shares and Warrants are being offered and sold outside the United States in "offshore transactions", as defined in, and in compliance with, Regulation S under the US Securities Act ("Regulation S") to non-US persons (within the meaning of Regulation S). In addition, the Company has not been, and will not be, registered under the US Investment Company Act of 1940, as amended.

This announcement does not constitute an offer to sell or issue or a solicitation of an offer to buy or subscribe for WRAP Retail Offer Shares and Warrants in the United States, Australia, Canada, New Zealand, Japan, the Republic of South Africa, any member state of the EEA or any other jurisdiction in which such offer or solicitation is or may be unlawful. No public offer of the securities referred to herein is being made in 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 US Securities Act, 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.

The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

A copy of this announcement has been delivered to the registrar of companies in accordance with Article 5 of the Companies (General Provisions) (Jersey) Order 2002, and he has given, and has not withdrawn his consent to its circulation. The Jersey Financial Services Commission has given, and has not withdrawn, its consent under Article 2 of the Control of Borrowing (Jersey) Order 1958 to the issue of securities in the Company. It must be distinctly understood that, in giving these consents, neither the registrar of companies nor the Jersey Financial Services Commission takes any responsibility for the financial soundness of the Company or for the correctness of any statements made, or opinions expressed, with regard to it. The directors of the Company have taken all reasonable care to ensure that the facts stated in this announcement are true and accurate in all material respects, and that there are no other facts the omission of which would make misleading any statement in the announcement, whether of facts or of opinion. All the directors accept responsibility accordingly. It should be remembered that the price of securities and the income from them can go down as well as up.

As at the date of this announcement, the issued share capital of the Company is made up of 204,348,742 ordinary shares of £0.02 each and there are a total of 140,732,744 warrants and options over the Company's ordinary shares outstanding.

The directors' existing interests in the Company's share capital is as follows:

Name	No. of ordinary shares held in the capital of the Company
Steve Kesler	359,059

The Company has not adopted a formal dividend policy.

The Company's registered office address is at de Carteret House, 7 Castle Street, St Helier, Jersey, JE2 3BT. The register of members of the Company is held and maintained by its registrars, Computershare Investor Services (Jersey) Limited at 13 Castle Street, St Helier, JE1 1ES, Jersey.

A copy of the Company's most recent interim financial report is available at https://ctlithium.com/investors/latest-presentation-report/. No amounts are being written off or provided for as good will in connection with the Retail Offer.

Details of the Company's board of directors and principal advisors can be found on the Company's website at https://ctlithium.com/about/board-and-management/.

If you are in any doubt about the contents of this announcement you should consult your stockbroker, bank, manager, solicitor, accountant or other financial adviser.

WRAP is a proprietary technology platform owned and operated by MF. MF is incorporated under the laws of England and Wales (company no. 5613061, LEI no. 5493003EETVWYSIJ5A20 and VAT registration no. GB 872 8106 13) and is authorised and regulated by the Financial Conduct Authority (FCA registration number 442767). MF's registered address is at 155 Bishopsgate, London, EC2M 3TQ.  MF is acting exclusively for the Company and for no-one else and will not regard any other person (whether or not a recipient of this announcement) as its client in relation to the WRAP Retail Offer and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, nor for providing advice in connection with the WRAP Retail Offer, Admission and the other arrangements referred to in this announcement.

The value of Ordinary Shares and the income from them is not guaranteed and can fall as well as rise due to stock market movements. When you sell your investment, you may get back less than you originally invested. Figures refer to past performance and past performance is not a reliable indicator of future results. Returns may increase or decrease as a result of currency fluctuations.

Certain statements in this announcement may constitute forward-looking statements which are based on the Company's expectations, intentions and projections regarding its future performance, anticipated events or trends and other matters that are not historical facts. These forward-looking statements, which may use words such as "aim", "anticipate", "believe", "intend", "estimate", "expect" and words of similar meaning, include all matters that are not historical facts. These forward-looking statements involve risks, assumptions and uncertainties that could cause the actual results of operations, financial condition, liquidity and dividend policy and the development of the industries in which the Company's businesses operate to differ materially from the impression created by the forward-looking statements. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Given those risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements.

These forward-looking statements speak only as at the date of this announcement and cannot be relied upon as a guide to future performance. The Company and MF expressly disclaim any obligation or undertaking to update or revise any forward-looking statements contained herein to reflect actual results or any change in the assumptions, conditions or circumstances on which any such statements are based unless required to do so by the Financial Conduct Authority, the London Stock Exchange or applicable law.

The information in this announcement is for background purposes only and does not purport to be full or complete. Neither MF nor any of its affiliates, accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to this announcement, including the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of the announcement or its contents or otherwise arising in connection therewith. MF and its affiliates, accordingly disclaim all and any liability whether arising in tort, contract or otherwise which they might otherwise be found to have in respect of this announcement or its contents or otherwise arising in connection therewith.

Any indication in this announcement of the price at which the Ordinary Share have been bought or sold in the past cannot be relied upon as a guide to future performance. Persons needing advice should consult an independent financial adviser. No statement in this announcement is intended to be a profit forecast and no statement in this announcement should be interpreted to mean that earnings or target dividend per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings or dividends per share of the Company.

Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into or forms part of this announcement. The WRAP Retail Offer Shares to be issued or sold pursuant to the WRAP Retail Offer will not be admitted to trading on any stock exchange other than the London Stock Exchange.

Beaumont Cornish Limited ("Beaumont Cornish"), which is authorised and regulated by the FCA in the United Kingdom, is acting Nominated Adviser to the Company in connection with the Placing. Beaumont Cornish has not authorised the contents of, or any part of, this announcement, and no liability whatsoever is accepted by Beaumont Cornish for the accuracy of any information or opinions contained in this announcement or for the omission of any material information. The responsibilities of Beaumont Cornish as the Company's Nominated Adviser are owed solely to London Stock Exchange plc and are not owed to the Company or to any director or shareholder of the Company or any other person, in respect of its decision to acquire shares in the capital of the Company in reliance on any part of this announcement, or otherwise.

Fox-Davies is authorised and regulated by the FCA in the United Kingdom. Fox-Davies is acting solely as bookrunner exclusively for the Company and no one else in connection with the Placing and as Retail Offer Coordinator for the Company and no one else in connection to the WRAP Retail Offer and the contents of this Announcement and will not regard any other person (whether or not a recipient of this Announcement) as its client in relation to the Placing or the WRAP Retail Offer or the contents of this Announcement nor will it be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the contents of this Announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on Fox-Davies by FSMA or the regulatory regime established thereunder, Fox-Davies accepts no responsibility whatsoever, and makes no representation or warranty, express or implied, for the Placing or the WRAP Retail Offer or the contents of this Announcement including its accuracy, completeness or verification or for any other statement made or purported to be made by it, or on behalf of it, the Company or any other person, in connection with the Company and the contents of this Announcement, whether as to the past or the future. Fox-Davies accordingly disclaims all and any liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above), which it might otherwise have in respect of the contents of this Announcement or any such statement.

Material Contracts

Other than contracts in the ordinary course of business, the Company has entered into the following contracts in the two years immediately prior to the date of this announcement which are material to the Company:

·    on 14 February 2025, the Company and GLAS Trustees Limited ("GLAS") entered into (i) a debenture, pursuant to which the Company provided an all assets fixed and floating charge as security in respect of the loan notes (the "Debenture") and (ii) a security agreement in respect of Jersey intangible movable property pursuant to which the Company created security over any deposit accounts (including any related rights and proceeds therefrom) held by it in Jersey (the "Security Interest Agreement");

·    on 14 February 2025, the Company, CleanTech Lithium Ltd, Regal Funds Management Pty Limited, Apex Fund Services for the Regal Emerging Companies Opportunities Fund, Daniel Fox-Davies, Leo Koot, Waterwheel FFZ LLC and GLAS entered into a security trust deed, whereby GLAS agreed to hold the benefit of the security and other rights and interests created by the Debenture, the Security Interest Agreement and any other document designated as a "Security Document" by the Company and GLAS, on trust for the noteholders;

·    the following contracts, details of which may be found on the website of the Company, here: https://ctlithium.com/investors/rns-news/

o  warrant instruments dated 29 August 2025, 24 March 2025, 11 February 2025 and 15 October 2024;

o  placing agreements dated 11 August 2025, 10 February 2025 and 8 October 2024

o  sale agreement dated 8 August 2025 relating to 30 licences in the Laguna Verde Project;

o  a convertible loan note instrument dated 30 June 2024, as amended on 15 July 2024, 28 June 2025, 31 July 2025 and 11 August 2025; and

o  a convertible loan note instrument dated 30 June 2024, as amended on 12 August 2024, 28 June 2025, 31 July 2025 and 11 August 2025.

UK Product Governance Requirements

Solely for the purposes of the product governance requirements of Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK MiFIR Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK MiFIR Product Governance Requirements) may otherwise have with respect thereto, the Retail Offer Shares and Warrants have been subject to a product approval process, which has determined that the Retail Offer Shares and Warrants are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in paragraphs 3.5 and 3.6 of COBS; and (ii) eligible for distribution through all permitted distribution channels (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Retail Offer Shares may decline and investors could lose all or part of their investment; the WRAP Retail Offer Shares offer no guaranteed income and no capital protection; and an investment in the WRAP Retail Offer Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to any contractual, legal or regulatory selling restrictions in relation to the WRAP Retail Offer.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Chapters 9A or 10A respectively of COBS; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the WRAP Retail Offer Shares and Warrants. Each distributor is responsible for undertaking its own target market assessment in respect of the WRAP Retail Offer Shares and Warrants and determining appropriate distribution channels

 

END