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Winsome Resources Limited (ASX: WR1) – Trading Halt
Description
The securities of Winsome Resources Limited (‘WR1’) will be placed in trading halt at the request of WR1, pending it releasing an announcement. Unless ASX decides otherwise, the securities will remain in trading halt until the earlier of the commencement of normal trading on Friday, 3 February 2023 or when the announcement is released to the market.
Issued by
Ben Dawson
Adviser, Listings Compliance
Click here for the full ASX Release
This article includes content from Winsome Resources, licensed for the purpose of publishing on Investing News Australia. This article does not constitute financial product advice. It is your responsibility to perform proper due diligence before acting upon any information provided here. Please refer to our full disclaimer here.
Winsome Further Expands Lithium Exploration Footprint in Quebec
Perth-based lithium exploration and development company Winsome Resources (ASX:WR1; “Winsome” or “the Company”) is pleased to advise it has partnered with geology specialist Mr Glenn Griesbach and with local prospector Mr Marc de Keyser.
Highlights:
- Exclusive option agreement executed for Winsome to acquire and explore a further 259 claims, totalling 149 km2 in the highly sought after greater Decelles region of Quebec, Canada
- Option agreement expands Winsome’s lithium exploration footprint in Quebec, enlarging Company’s recently acquired Decelles claim area by nearly 40%
- This expanded area, known as Mazérac, is located around the Decelles Reservoir, about 50km southwest of Val-d’Or and easily accessible by a network of forestry roads
- The region has seen much recent staking and prospecting activity, including highgrade spodumene discoveries by Vision Lithium at their nearby Cadillac property1
- Enlarged property holding is highly complementary to Company’s 100% owned, existing projects in the James Bay region – Cancet, Adina and Sirmac-Clapier
The Company has entered into an exclusive option agreement to acquire 258 claims from Mr Glenn Griesbach and one claim from Mr de Keyser, totalling 149km2 in the prospective Mazérac region of Quebec, Canada. This is within the greater Decelles area, where the Company also acquired new property in January 20222 .
Mazérac is located close to the mining centres of Val-d’Or and Rouyn-Noranda, approximately 600km from Montreal. The Company has signed an exclusive option agreement to explore and subsequently acquire the claims over a 24-month period.
Mr Griesbach is a Canadian-certified geologist with more than 40 years of mineral exploration experience across Canada, Africa, China, and Southeast Asia. Mr de Keyser is a seasoned local prospector of First Nation heritage, with a strong understanding of the Mazérac region.
By entering into this agreement, the Company further expands its land holding in Quebec, exploring a new area of the province known for granitic and pegmatitic outcrops. The area is located close to infrastructure and the major mining centres immediately adjacent to recent lithium discoveries1 (see Figure 1 map)
Managing Director Chris Evans said:
“We are delighted to have entered into the option agreement for a further 259 claims at Mazérac in the Decelles region. There has been a considerable amount of recent lithium focused activity in the surrounding region, with several public and private companies making successful discoveries.
“By acquiring this project, we significantly increase the Company’s prospective lithium landholding in Quebec and continue towards achieving our vision of supplying high grade lithium products into the North American battery supply chain.”
Transaction details
Winsome has entered into an exclusive option agreement to acquire 259 claims from Mr Griesbach under the following broad terms:
- An upfront fee of AUD$75,000, paid in WR1 shares
- AUD $250,000 paid in three tranches of WR1 shares, based on the five-day VWAP from last week’s trading (AUS $0.47). This will equate to:
- 177,000 WR1 shares issued now
- 177,000 WR1 shares issued on 3 May 2023
- 177,000 WR1 shares issued on 3 May 2024
- A 2% Net Smelter Royalty (NSR) over the properties which can be reduced to 1% at any time for a consideration of AUD $1,000,000
Once the final payment of 175,000 WR1 shares is made on 3 May 2024, the 259 claims will transfer to Winsome’s Canadian subsidiary.
The Company also has the ability to accelerate the acquisition at any point within the next 24 months and have the claims transferred immediately by issuing all shares due to Mr Griesbach.
As a separate transaction, the Company paid Mr de Keyser CAD $20,000 to acquire outright the ‘Nippy Hill’ claim which is contiguous to the other Mazérac claims described above.
Click here for the full ASX Release
This article includes content from Winsome Resources Limited, licensed for the purpose of publishing on Investing News Australia. This article does not constitute financial product advice. It is your responsibility to perform proper due diligence before acting upon any information provided here. Please refer to our full disclaimer here.
Forward Water Technologies
Overview
Forward Water Technologies (TSXV:FWTC) is helping lithium mining companies and other industries reduce their environmental impact through its innovative wastewater treatment technology that enables industrial operations to reduce liquid waste volume by up to 95 percent.
Environmental, social and governance (ESG) ratings continue to be a key business strategy for organizations as they impact public perception and partnership possibilities. For water-intensive industries, such as mining, sustainable wastewater management is critical.
Transformative wastewater technologies are critical for both businesses and the world’s population. In fact, unless sufficient progress is achieved, UNICEF and WHO estimate that 1.6 billion people will be without access to safe drinking water by 2030, and 2.8 billion will be without access to safe sanitation and hygiene. Water treatment technologies can disrupt current trends and improve global access to safe drinking water.Through its Forward Osmosis (FO) technology, Forward Water is providing an environmentally friendly alternative to traditional wastewater disposal. Traditionally, wastewater disposal requires transporting untreated wastewater for deep well disposal or high-intensity thermal treatment.
Forward Water’s FO system is installed at the client site, and wastewater is treated to reduce waste volume and produce valuable clean water for reuse in the manufacturing process. Then, the significantly reduced volume of wastewater is transported and disposed of, significantly saving on transportation and disposal costs.
The FO technology targets three massive sectors: industrial wastewater, mining and food manufacturing. Forward Water’s unique and patented FO technology achieves high-rate water extraction within a low-energy continuous process. The process reduces waste and allows up to 95 percent water recovery, ready for reuse.
Forward Water’s Li-FO™ technology is ideal for lithium-brine mining operations, allowing mines to “fine tune” brine sources to improve concentration by up to 20 times. This results in improved recovery and makes lower-concentration brines economically viable. Forward Water is currently embarking on an early development testing project to further evaluate and refine the technology’s viability in lithium mining.
In 2023, the company’s wholly owned subsidiary, Forward Water Technologies Inc., licensed specific intellectual property from FUJIFILM Corporation to solidify the protection of its water treatment technology platform.
CleanTech Lithium (AIM:CTL,Frankfurt:T2N,OTC:CTLHF) has contracted FWT to provide advisory services for the support and development of CleanTech Lithium's direct lithium extraction (DLE) process in Chile. The collaboration will use FWT’s industrial forward osmosis system in the hyper-concentrating of CleanTech Lithium's eluate and its conversion into battery-grade lithium carbonate through Conductive Energy's DLE process.
Howie Honeyman, CEO, explained in an interview how the company’s technology can improve lithium mining operations. “A lot of lithium being mined today around the world is coming from underground aquifers that store the lithium brine. The challenge is that the lithium is surrounded by other minerals and salts, requiring chemical ‘tweezers’ to pluck out that lithium. What we can do is, at multiple places in that process, we can concentrate that lithium-containing water stream, which makes it far easier for these miners to handle the volumes they need to extract that lithium.”
An experienced management team with technical expertise leads the company towards further refining and deploying its technology. The team includes experts in materials science, chemistry and engineering. Additional experts in corporate administration and financing round out the leadership team to lead the company toward its goals.
Company Highlights
- Forward Water Technologies has developed a patented wastewater treatment technology that reduces wastewater volume and improves reusability across multiple industries, including mining and food manufacturing.
- The company’s Forward Osmosis (FO) technology disrupts the traditional method of wastewater disposal by reducing the amount of waste that must be transported and disposed of, directly reducing costs.
- The FO technology also improves water reusability by up to 95 percent, reducing the expense of importing water for industrial processes.
- The Forward Water Technologies Li-FO™ process is applicable in the lithium mining sector by improving concentration by up to 20 times, allowing organizations to improve extraction efficiency.
- The company has partnered with a lithium-brine extraction operation to evaluate its Li-FO™ technology.
- Forward Water Technologies is in early negotiations to deliver an FWTC forward osmosis pilot system on-site in Chile to support a customer's lithium extraction process.
- Forward Water Technologies has licensed specific intellectual property from FUJIFILM Corporation to solidify the protection of its water treatment technology platform.
- The company has been contracted by CleanTech Lithium to provide advisory services for the support and development of CleanTech Lithium's direct lithium extraction processes in Chile.
- An experienced management team with a blend of relevant technical expertise leads the company toward refining and marketing its technology.
Key Project
Forward Osmosis Water Treatment
Forward Osmosis is a naturally occurring process in which water is spontaneously drawn across a membrane when one solution is higher in salt concentration than the other. The difference in salinity, known as the osmotic gradient, creates a low-energy water treatment process.
Forward Water Technologies has leveraged the naturally occurring process to innovate its patented, three-step FO technology, enabling a 95 percent wastewater reduction and 95 percent water recovery.
Project Highlights:
- Patented Three-Step Process: Forward Water Technologies FO process achieves low-energy and high-rate water extraction with a unique three-step design:
- Water Extraction: Water is drawn across the FO membrane into a salt draw solution. The combination of the patented draw solution and unique membrane “locks” the draw solution on one side of the membrane, creating a true closed-loop process.
- Water/Salt Separation: Next, a switchable water salt (SWS) achieves water/salt separation as low-grade heat is applied, and it phases from liquid to gas. As the gas leaves the solution, clean water is left behind. The energy necessary for this step is often found in many facilities in the form of waste heat.
- Salt Draw Reconcentration: Finally, as the gas leaves the solution, it is captured within the closed-loop system and is passively cooled, causing it to phase back into liquid form as an SWS. The SWS liquid is collected and recycled back to the front of the membranes in the water extraction step, creating a continuous process.
- Widely Applicable Water Treatment: The low-energy process allows organizations across several industries to improve water reclamation and reduce wastewater by up to 95 percent. Additionally, the process allows for up to 20 times concentration, making the process amenable to lithium-brine extraction and other potential applications.
- Significant Cost Savings: The primary value proposition for the FO process is cost reduction in wastewater transportation and disposal. With the process in place, more water is reclaimed for reuse in manufacturing, which reduces the raw volume of wastewater that must be transported and disposed of.
Management Team
Howie Honeyman - Chief Executive Officer and President
Dr. Howie Honeyman has 20 years of experience commercializing new technologies at Xerox, Cabot, E Ink, Natrix Separations and as former CTO of GreenCentre Canada. Honeyman commercialized high-capacity, high-throughput membranes for bioprocessing as SVP of Natrix Separations, which has since been acquired by Millipore-Sigma. Since 2015, Honeyman has been leading Forward Water to become a premier wastewater treatment solution. Honeyman is also an inventor of record on over 50 US patents and holds a PhD in chemistry from the University of Toronto.
Michael Willetts - Chief Financial Officer
Michael Willetts has over 25 years in financial leadership roles primarily in manufacturing, from large multinational businesses to startups, both public and private. He previously worked as an engineer in the automotive industry before entering into finance at Ford Motor Company. Willets went on to progressively larger finance roles in several international automotive suppliers (Textron, GKN, DSM) and Canadian manufacturers (Armtec, Stronach International, AirBoss of America). Willetts is currently providing fractional CFO services through WD Numeric Corporate Services in the manufacturing, SaaS and cannabis industries. Willetts graduated with a BASc, BComm and MBA from the University of Windsor.
Wayne Maddever - Chief Operating Officer
Dr. Wayne Maddever received his Ph.D. in materials science engineering from the University of Toronto. Since 1985, he has held senior executive management positions with technically based businesses in start-up, turnaround or acquisition situations where his skills in change management have brought considerable success in the commercialization of new technologies. His experience in both private and public companies, domestically and internationally, spans a broad variety of industries, including bio and advanced materials, precision manufacturing, recycling, waste-to-energy and medical devices. He holds a number of patents in several fields. He is a fellow of the Canadian Academy of Engineering. In addition to his duties as COO of Forward Water, he is currently portfolio manager at Bioindustrial Innovation Canada, one of the major shareholders of Forward Water.
Grant Thornley - VP Engineering Solution Sales
Grant Thornley is a business strategist with more than 25 years of experience. He has developed and grown international water/wastewater markets through innovative growth hacking techniques and processes, synergized with product development and positioning, data analytics and acceleration of go-to-market strategies through alliances and partnerships. Having expertise in chemical, mechanical and biological treatment processes as well as designing hundreds of municipal and industrial applications, Thornley brings a knowledge-to-action approach to helping clients solve problems and realize new opportunities in water reuse, energy conservation and CO2 reduction.
Leonard Seed - Director of Engineering & Operations
Leonard Seed has over 18 years of experience developing and commercializing new water and wastewater treatment technologies, primarily in a start-up environment. Seed is named as an inventor on over seven patents and has authored several publications. Seed is a professional engineer and has an MSc in environmental engineering from the University of Guelph. Leonard holds inventorship on seven US patents and is an instructor at Mohawk College teaching aspects of water treatment technologies and leading research efforts on forward osmosis.
Philip Jessop - Executive Research Director
Dr. Philip Jessop is a professor and Canada Research Chair of Green Chemistry at the Department of Chemistry, Queen’s University in Kingston, Ontario. He also serves as the technical director of GreenCentre Canada and executive research director at Forward Water Technologies. After his Ph.D. (British Columbia, 1991) and a postdoctoral appointment (Toronto, 1992), he became a contract researcher in Japan working for R. Noyori (Nobel Prize 2001). As a professor at the University of California-Davis (1996-2003) and since then at Queen’s, he has studied green solvents and the chemistry of carbon dioxide. Distinctions include the NSERC Polanyi Award (2008), Killam Research Fellowship (2010), Canadian Green Chemistry & Engineering Award (2012), Eni Award (2013), Fellowship in the Royal Society of Canada (2013), a Canada Research Chair Tier 1 (2013 to 2020), and the NSERC Brockhouse Prize (2019). He serves as chair of the editorial board for the journal Green Chemistry, has chaired three international conferences, and helped create GreenCentre Canada, a national center of excellence for the commercialization of green chemistry technologies. Forward Water is a spin-off company based on Dr. Jessop’s switchable solvents.
Board Changes
Mr. Sondergaard's appointment to the Board follows his recent appointment as Country Manager for Canada, delivering on White Cliff's stated objective of building a first class operations team. Eric brings over 20 years of operational experience in the mining industry, including significant expertise in frontier exploration and project management. Notably, he played a pivotal role in the identification of key projects recently acquired by the Company and is an expert in remote project development, logistics and has a proven track record of creating value for shareholders.
In conjunction with Mr. Sondergaard's appointment, White Cliff Minerals also announces the retirement of Mr. Ed Mead (“Ed”) from the Board of Directors effective immediately however will continue to provide, as required, consulting services to the Company in relation to its Australian portfolio. The Company would like to thank Ed for his invaluable contribution throughout this transition phase. As part of this ongoing support, and in recognition of the valuable contribution to the formation of the newly focussed and revitalised White Cliff Minerals Ltd, Ed will maintain his full allocation of the Tranche A incentive scheme with the balance becoming void as per the terms and conditions of the incentive scheme itself.
As part of the Board restructure, Troy Whitaker will move to the role of Managing Director of the Company. The remuneration for both Eric and Troy remain unchanged.
Commenting on these developments, White Cliff Chairman, Roderick McIllree, stated: "The changes required to facilitate the change of strategic direction are now complete. We are delighted to welcome someone of Eric’s calibre with a proven track record to the Board. His involvement will be critical as the Company prepares for its maiden field campaign. We also extend our sincere thanks to Ed Mead for his dedication and service to the Company and wish him the best for his future endeavours."
Click here for the full ASX Release
This article includes content from White Cliff Minerals Limited, licensed for the purpose of publishing on Investing News Australia. This article does not constitute financial product advice. It is your responsibility to perform proper due diligence before acting upon any information provided here. Please refer to our full disclaimer here.
Quarterly Activities Report for the Period Ended 31 March 2024
Oceana Lithium Limited (ASX: OCN, “Oceana” or “the Company”) is pleased to present its activities report for the March 2024 quarter.
Highlights
Solonópole Project, Ceará, Brazil
- Anomalous lithium values above 100 ppm (and up to 631 ppm) found in 383 soil samples within existing and new target areas.
- Integration and interpretation of these soil sample results with data from geophysics, geological mapping (138 line-km), trenching and RC drilling (~2,000m) further enhance prospectivity of existing and new targets.
- Combined datasets confirmed several swarms of pegmatite bodies striking in a NE-SW and E-W directions and identified new high priority areas.
- Nira interpreted to be the most prospective new target, with 180 soil samples of >100 ppm Li and as high as 524 ppm Li covering an area of at least 1km2.
- Nira also features 17 pegmatite outcrops with average widths of up to 30 meters and strike lengths from 200m to 600m.
- Planning for the next follow-up drilling campaign is underway.
Napperby Project, Northern Territory, Australia
- Oceana’s Napperby Project covers some of Arunta Province’s hottest granites plutons, the Wangala Granite (uranium) and Ennugan Mountains Granite (uranium/thorium).
- Both granite plutons show outstanding uranium/thorium ratios and are almost fully encapsulated within Napperby’s EL32836 and ELA32841.
- Follow-up exploration activities will target uranium and Rare Earth Elements (REEs) in parallel with Lithium-Caesium-Tantalum (LCT) pegmatites.
Corporate
- Experienced geologist and mining executive, Aidan Platel, appointed as non- executive director.
- Brazilian-based geologist, Mike Sousa, appointed as Exploration Manager and Competent Person.
- The Company remains well-funded with cash at 31 March of ~$2.67m.
Solonópole Project, Ceará State, Brazil
The Solonópole Project area is located in the state of Ceará, north-eastern Brazil and consists of ten (10) exploration permits covering approximately 124km2 (Figure 1), owned by Oceana’s subsidiary Ceará Litio. The project is approximately three to four hours by road from the state capital Fortaleza and deep-water port of Pecém, and is well serviced by sealed highways and high voltage electricity.
Figure 1: Solonópole Project permits and targets drilled in May – June 2023 (red dots)
Large-Scale Soil Sampling and Geological Mapping at Solonópole Lithium Project
The large-scale infill soil sampling program that commenced in March 2023 continued over the project area (Figure 2). The optimized sampling grids are along 200m spaced lines with 25m sampling stations, aligned north south to cut across all typical pegmatite strike directions in this area.
As at 31 March 2024, over 10,300 soil samples had been collected from Solonópole and 8,741 soil samples had been analysed by X-Ray Fluorescence (XRF) for Lithium-Caesium-Tantalum (LCT) pathfinders, of which 1,908 soil samples have lab results validated by Oceana´s internal QA/QC. Anomalous lithium values above 100 ppm and up to 631 ppm were found in 383 soil samples within existing and new target areas.
Click here for the full ASX Release
This article includes content from Oceana Lithium, licensed for the purpose of publishing on Investing News Australia. This article does not constitute financial product advice. It is your responsibility to perform proper due diligence before acting upon any information provided here. Please refer to our full disclaimer here.
Results From First Drilling at Abbotts North Confirm LCT System
Premier1 Lithium Limited (ASX:PLC) (“Premier1” or the “Company”) advises that results have been received from the first drilling program at Abbotts North located 35km north of Meekatharra, Western Australia. The results show elevated lithium across the stacked pegmatites of up to 0.41% Li2O (24ANR007), confirming the continuation of the LCT system down depth and along strike.
HIGHLIGHTS
- Assay results from Abbotts North confirm continuation of LCT system
- Focus shifts to targets identified to the north and east of previous drilling
- Field work over these newly identified areas has commenced
- Premier1 is fully funded for second phase exploration in these areas
A total of 11 RC holes for 1,623m were drilled to test the main outcropping pegmatites at the Buttamiah Prospect. Additional studies of the outcropping pegmatites in the larger Buttamiah Prospect area including fractionation vectoring using K/Rb ratios suggest the core of the system to be located to the east of the previous drilling.
In addition, the data indicate that LCT pegmatites occur within the granites to the north of the drill area. Further mapping and sampling of pegmatites in these areas as well as over the remaining tenement package has commenced. Focus is to delineate drill targets of higher grades and greater thickness that have the potential to form a significant lithium deposit within the existing LCT system.
Premier1 is fully funded for any subsequent phase two drilling program.
Figure 1: Cross-section of intercepted pegmatites showing significant results >0.05% Li2O.
Figure 2: Geological map of the Buttamiah Prospect with collar locations of completed RC drilling.
Significant intercepts from RC drilling undertaken on the Abbotts North project in February 2024 are shown in Table 1a. Drill collar details are shown in Table 1b.
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This article includes content from Premier1 Lithium, licensed for the purpose of publishing on Investing News Australia. This article does not constitute financial product advice. It is your responsibility to perform proper due diligence before acting upon any information provided here. Please refer to our full disclaimer here.
Analyst Firm Targets Share Price Upside for Lithium Universe as Refinery Plans Ramp Up
Description:
Australian investment research firm East Coast Research is estimating a more than 150 percent upside in the share price of Lithium Universe (ASX:LU7) over 12 months, from its current price of $0.21 per share to about $0.53 per share.
“Drawing on its expertise, LU7’s Dream Team is working on closing the massive gap in downstream lithium processing in North America by building a 16,000 tpa lithium carbonate refinery in Quebec, for which the company is rapidly completing a DFS (definitive feasibility study,” said East Coast Research analyst Behzad Golmohammadi in his report.
Led by lithium pioneer Iggy Tan, Lithium Universe has assembled a team of lithium industry experts that can deliver on the company’s goal to strengthen North America’s lithium supply chain. Through this expertise, Lithium Universe aims to close a widening lithium processing gap in North America, through a planned 16,000-tpa lithium carbonate refinery in Quebec, Canada, the analyst report cited. Lithium Universe is currently undertaking a definitive feasibility study for the processing plant.
China currently controls around 60 percent of the global lithium refining capacity for batteries, a huge driver for North American efforts to a lithium supply chain for the region.
“Western governments have come up with policies and strategic plans to support the expansion of their lithium refining capacities. However, the biggest challenge here is a lack of expertise that has led to a series of recent failures and delayed startups in the sector. This is where LU7’s Dream Team shines with its proven track record of successfully constructing and commissioning such projects,” the analyst report said.
Report highlights:
- Lithium Universe’s “dream team” of lithium industry experts led by Iggy Tan is working on closing the massive gap in downstream lithium processing in North America by building a 16,000 tpa lithium carbonate refinery in Quebec, Canada, for which the company is rapidly completing a definitive feasibility study.
- Lithium Universe plans to replicate the Jiangsu Lithium Carbonate Refinery, using the same engineering manager (Hatch) and the key executives who built the world-class Jiangsu Refinery.
- China’s dominance in the global lithium supply chain has pushed governments in North America to develop and strengthen a secure supply chain outside China, with strategic support for projects that expand North America’s lithium refining capacity.
- East Coast Research has valued Lithium Univers at AU$0.047 per share in a base-case scenario and AU$0.058 per share in a bull-case scenario, solely based on the Quebec lithium carbonate refinery project, and excluding the company’s prospective exploration assets or its spodumene concentrator project in Quebec.
For the full analyst report, click here.
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Acquisition of Laguna Verde Licences
CleanTech Lithium PLC (AIM:CTL, Frankfurt:T2N, OTCQX:CTLHF), an exploration and development company advancing lithium projects in Chile, is pleased to announce it has completed the planned acquisition of the 23 Laguna Verde licences (the "Licences") previously subject to an option agreement resulting in the Company now having full ownership, as well as control, of the full 108 mining licences comprising the Laguna Verde project.
The decision to take full ownership of the Licences, details of which were contained in the Company's AIM Admission Document dated 11 March 2022, in the Directors' opinion, enhances the potential future returns to shareholders, while reducing risk, given the asset's now relatively advanced stage. The Company has also been advised that taking full ownership of the Licenses clears the path for the planned dual-listing on the Australian Securities Exchange ("ASX").
The Company has also issued convertible loan notes ("CLNS") to raise gross proceeds of £1 million for the Company on what the Directors believe are advantageous terms. Further details of the CLNs are set out below.
Highlights:
- CTL enters into a sale and purchase agreement ("SPA"), now taking full ownership of Licences that were previously held by way of an option agreement
- The SPA caps payments to the vendors of the Licences ("Vendors"), enhancing potential future returns to CTL shareholders and reduces the potentially unlimited shareholder dilution risk under the previous option terms
- CTL has been advised that taking full ownership of the Licences, under the SPA, clears the path for the ASX listing
- Staged payments to the Vendors under the SPA will be budgeted in the normal course of business over a period of up to 10 years, with the first payment having been funded through an un-secured, three-year £1m convertible loan notes on attractive terms
- The later contingent staged payments will be funded either as a very small part (~1%) of the construction finance for Laguna Verde or from sales revenues after sales of 10,000 tonnes and 35,000 tonnes of lithium carbonate equivalent (LCE) have been achieved from Laguna Verde production (estimated at approximately 2-3% of revenues from those sales volumes)
- The new commercial arrangements for the Licences provide clarity on the timing and amounts payable for the Licences and no longer include a subjective mechanism for calculating the amounts due to the Vendors or involve any payments in CTL ordinary shares.
- With CTL now owning 100% of all the 108 licences covering the Laguna Verde Project, this will support CTL's CEOL applications and further clear the path to production.
Steve Kesler, Chairman and Interim Chief Executive Officer, CleanTech Lithium PLC, said:
"Acquiring the 23 Laguna Verde licences under new commercial arrangements, so the Company has full ownership as well as control, is a prudent decision, which will support potential long-term returns to investors. The Company has also been advised that gaining full ownership of the licences will clear the path for the dual-listing on the ASX. While the timing of this decision has been driven by the ASX listing requirements, it was always planned to make these changes for commercial reasons and to provide our shareholders and potential strategic parties with clarity on the ownership position and amounts payable over time. The Board is pleased to have reached agreement with the Vendors on this matter and thanks them for their flexibility over the course of the past few months.
"Having been offered attractive terms by a third party to fund the first staged payment through a convertible loan facility, the Board felt it was prudent to take up this offer, allowing us to continue to focus our existing resources on our ongoing and planned work programmes. We are grateful to the new convertible loan note holder who has demonstrated real confidence in our plans.
"I would also like to recognise and thank our previous CEO, Aldo Boitano, for his crucial role in bringing both these agreements to a successful conclusion.
"Now that these changes have been made, we will look to dual-list on the ASX, with the relevant documentation on this now being under way. We will update our shareholders on this in due course when the application has been made."
Summary:
The original option agreement, entered into with the Vendors of the Licences in April 2021, gave CTL the exclusive right to acquire 100% of the Licences within a 5-year period. As detailed in the Company's AIM Admission Document dated 11 March 2022, this agreement also gave the Company complete control of the Laguna Verde project area as it owned and controlled all other licences comprising the project.
The option agreement that was established is a standard commercial structure within the mining industry and, given the Vendors already owned the 23 licences at that time, it represented an effective mechanism for the Company to gain full control of the Laguna Verde asset in 2021.
The option agreement fully complies with Chilean law and is in-line with UK listing requirements. CTL was, however, advised by the ASX authorities that such an agreement does not conform to current ASX listing rules as it does not provide ownership of at least 51% of all licences on a company's "flagship assets". The timing of this change from an option agreement to a mining licence SPA is being driven by the need to comply with ASX listing rules.
The Board has consistently believed, however, that it would be advantageous to replace the option agreement with full ownership prior to seeking strategic investors and construction finance for Laguna Verde. As such, the timing of this change is not materially different to that planned.
The Board believes this change is in the best interests of the Company and its shareholders as it represents an effective transfer of potential long-term value to shareholders at a time that minimises risk, given the progress made at Laguna Verde and the now evident potential value of that asset as detailed in the Scoping Study released in January 2023.
Under the option agreement, CTL was required to pay the Vendors a percentage of the commercially extractable lithium reserves value from the Licences, on or before maturity in March 2026, with determination of this value being undertaken by an independent expert. This approach reduced upfront risk during the asset's early stages of development but potentially opened the Company to a balloon payment on maturity, of which 80% was to be made in CTL ordinary shares. This represented future financial and dilution risk and negotiations in relation to reserve valuation exposed CTL to potentially protracted discussions and legal debate.
The replacement of the option agreement with the SPA provides clarity on future payments to the Vendors of Licences, capped at a total value of US$35.0 million, with staged payments as detailed below, and the two largest payments being payable out of production revenue. Under the SPA, the last contingent payment should be made within 5 years of the previous contingent payment, with all payments having been made within 10 years from the date of the execution of the SPA (i.e. by 19 April 2034). CTL has been advised it also clears the path for the ASX listing given the Company now has full ownership of the Laguna Verde licence area rather than control through an option agreement.
The initial staged payment of US$1.25m has been settled through £1m unsecured convertible loan notes, with subsequent staged payments already budgeted for as part of the Company's business plans. Based on the cashflow model, as outlined in the Laguna Verde Scoping Study, the two largest production-based payments are expected to account for between 2-3% of production revenue from those specific sales of 10,000 tonnes LCE and then 35,000 tonnes LCE.
The CLNs are on favourable terms, reflecting confidence in the Company's future returns profile, with the conversion price being the lower of a 50% premium to the 30-day Volume Weighted Average Price ("VWAP") of the ordinary shares prior to the conversion notice, or 30 pence per ordinary share. The interest rate is the Sterling Overnight Index Average rate, administered and published by the Bank of England, plus three (3) per cent. The CLN also allows the Company to focus its current cash resources on its operational and technical work programmes, rather than using them to make staged payments under the SPA.
An interview with Gordon Stein, CFO, explaining the new arrangements will be made available soon.
Background Details:
Laguna Verde is the Company's flagship and most advanced project located in Chile. The project comprises 108 licences with a JORC compliant resource of 1.8 million tonnes of LCE, with a Measured & Indicated resource of 1.1 million tonnes. The Licences subject to the SPA are carried in the Company's books in its unaudited interim statement as of 30 June 2023 at £11.0 million under "exploration and evaluation assets" representing the Company's expenditure on these assets to that date.
The Company's wholly owned subsidiary in Chile, Atacama Salt Lakes SpA ("ASL"), holds in its name 85 licences over the Laguna Verde project as well as being party to the option agreement relating to the further 23 mining licences covering the Laguna Verde Project (see details of the Option Agreement in Schedule 1).
The nature of option agreements in Chile means that the option-holder had the exclusive right to acquire 100% of the relevant mining licences within a defined period of time by making certain payments, as detailed in the option agreement, normally based on achieving certain milestones or performance criteria.
ASL has met all payments due to date on the option agreement and had until April 2026 to exercise the option and make the due payments, which would have involved a mixture of cash payments and ordinary shares in the Company at that time. Details of what those payments would have involved are outlined in Schedule 1.
The Licences under option agreement were deemed by the ASX to be a key part of the Laguna Verde Project, which it considered to be the Company's "flagship asset", hence the need for ASL to own at least 51% of the Licences at the time of the listing.
ASX confirmed to the Company's Australian lawyers in Q1 2024 that the proposed new terms under the SPA should meet the requirements of the ASX listing, to own more than 51% of all the licences at all times, and that the payment of the first instalment to the Vendors should immediately address these requirements, enabling the Company to proceed with its planned dual-listing on the ASX.
SPA summary:
- The option agreement relating to the 23 licences has been terminated and replaced with a new SPA executed on 19 April 2024 to acquire 100% of these Licences. The Licences will be held under the Company's new wholly owned subsidiary in Chile, CleanTech Laguna Verde SpA ("CLV"). CLV will only hold the Licences and not the Laguna Verde project.
- First staged payment of US$1.25 million was made to the Vendors upon execution of the SPA and a further five fixed payments will be made on a defined time basis, between 6 - 60 months after the SPA execution date, totalling a further US$9.25 million.
- Only after commencement of sales of lithium carbonate equivalent ("LCE") from Laguna Verde, two further contingent payments will become payable to the Vendors (the "Contingent Payments"): (i) US$6.5 million once sales totalling 10,000 tonnes LCE have been made and (ii) US$18 million once cumulative sales totalling 35,000 tonnes LCE have been made. At this point, these payments are expected to equate to around 2-3% of the sales values of those volumes of LCE at the time, assuming a long-term LCE sales price of around US$22,500/tonne.
- Schedule of staged payments:
Milestone | Amount (US$) | Event of Default Reversion Interest |
Fixed Payments: | ||
Upon SPA execution and transfer of the Licences to CLV - already paid | 1,250,000 | 0% |
6 months after SPA execution | 1,250,000 | 49% |
18 months after SPA execution | 1,000,000 | 49% |
30 months after SPA execution | 1,000,000 | 49% |
42 months after SPA execution | 1,000,000 | 49% |
60 months after SPA execution or within 60 days of commencing the start of construction of the plant facilities at Laguna Verde - whichever comes first | 5,000,000 | 49% |
Total Fixed Payments | 10,500,000 | |
Contingent Payments: | ||
Within 60 days of cumulative sales of 10,000 tonnes LCE from Laguna Verde having been achieved (which would be equivalent to sales revenues for ASL of US$225 million at a LCE sales price of US$22,500/tonne LCE) (1) | 6,500,000 | 40% |
Within 60 days of cumulative sales of 35,000 tonnes LCE from Laguna Verde having been achieved (which would be equivalent to sales revenues for ASL of US$787.5 million at a LCE sales price of US$22,500/tonne LCE) (1). This payment to be made no more than 5 years after the previous contingent payment and all payments must be made within 10 years of the date of the SPA. | 18,000,000 | 30% |
Total Contingent Payments | 24,500,000 | |
Total Payments | 35,000,000 |
Note (1): US$22,500 was the long-term LCE price included in the Laguna Verde Scoping Study and is still consistent with current long-term analyst price data.
- CLV will be managed and governed by Directors appointed by CTL, in-line with practices for wholly owned subsidiaries and as long as ASL continues to meet the staged payments to the Vendors on time, with no Event of Default occurring, ASL will retain 100% ownership of CLV and the Vendors will not be involved in the management or operations of CLV.
- In the event ASL should default on any staged payments, within 30 days of a default remedy period, ASL will be required to issue shares of up to 49% in CLV and establish a governance framework for CLV which comprises standardised elements for jointly operated entities including a shareholder agreement, Board of Directors, etc., which will protect the interests of the parties.
- In the Event of Default, a clawback mechanism will be in place to allow CTL to acquire back the shares without penalty by paying the default amount due including accrued interest. The shares held by the Vendors in CLV will then be acquired back by ASL.
Convertible Loan Notes ("CLNS" or "Convertible Notes"):
On 19 April 2024, the Company has issued the CLNS to a high-net-worth investor ("Noteholder") to raise gross proceeds of £1 million for the Company on what the Directors believe are advantageous terms.
Further details of the CLNS are set out below:
- The Noteholder has the right at any time to convert each Convertible Note, subject to a minimum denomination value of GBP £50,000, into ordinary shares in the Company by giving the Company 10 business day's written notice of its intention to convert ("Conversion Notice").
- The CLNS can be converted at any time into ordinary shares in the Company at the conversion price ("Conversion Price"), which is the lower of:
- a 50% premium to the 30-day Volume Weighted Average Price (as reported by Bloomberg) of the Shares ("VWAP") prior to a conversion notice; or
- £0.30 per ordinary share.
- The CLNS have a maturity date of 19 April 2027 ("Maturity Date").
- Interest will accrue daily and be calculated on the Denomination of the Convertible Notes outstanding. It will not include, and therefore not compound, any accrued interest. The interest rate is the Sterling Overnight Index Average rate, administered and published by the Bank of England, plus three (3) per cent.
- The Noteholder will have the option to have interest settled in cash on a semi-annual basis. Any interest not cash settled will be accrued and added to the balance owing to the Lender at the maturity date or at the time of any conversion.
- The Company may choose to early repay the outstanding balance of the CLNS at any time up to Maturity Date by providing at least 30 days' written notice to the Noteholder(s) ("Early Repayment Notice"). The settlement amount for early repayment will equal the amount of the CLNS outstanding, plus any accrued and unpaid interest at the date of the Early Repayment Notice, plus any interest which would have accrued on the outstanding CLNS outstanding up to the Maturity Date had the early repayment not occurred.
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 Gordon Stein, Director and CFO.
For further information contact: | ||
CleanTech Lithium PLC | ||
Steve Kesler/Gordon Stein/Nick Baxter | Jersey office: +44 (0) 1534 668 321 Chile office: +562-32239222 | |
Or via Celicourt | ||
Celicourt Communications | +44 (0) 20 8434 2754 | |
Felicity Winkles/Philip Dennis | cleantech@celicourt.uk | |
Beaumont Cornish Limited (Nominated Adviser) Roland Cornish / Asia Szusciak | +44 (0) 207 628 3396 | |
Canaccord Genuity (Joint Broker) James Asensio | +44 (0) 207 523 4680 | |
Fox-Davies Capital Limited (Joint Broker) | +44 (0) 20 3884 8450 | |
Daniel Fox-Davies |
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, 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 sustainable battery grade lithium products using Direct Lithium Extraction technology powered by renewable energy. The Company plans to be a leading supplier of 'green' lithium to the EV and battery manufacturing market.
CleanTech Lithium has two key lithium projects, Laguna Verde and Francisco Basin, and holds licences in Llamara and Salar de Atacama, located in the lithium triangle, a leading 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 with reinjection of spent brine. Direct Lithium Extraction is a transformative technology which removes lithium from brine, with higher recoveries than conventional processes. The method offers short development lead times with no extensive site construction or evaporation pond development so there is minimal water depletion from the aquifer. www.ctlithium.com
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