Vancouver, British Columbia, Canada, November
28, 2013 - Rock Tech Lithium Inc. (TSX-V: RCK; Frankfurt: RJIA) (the "Company" or "Rock Tech")
announces that, further to its letter of intent ("LOI") with
Brainworks Capital Management (Private) Limited ("Brainworks"), a
company incorporated in Zimbabwe, it has signed a Share Purchase
Agreement to purchase all of the issued and outstanding shares of
Brainworks (the "Transaction").
The Transaction is
intended to take the form of a corporate combination whereby,
subject to regulatory and shareholder approval, Rock Tech will
acquire all of the issued and outstanding shares of Brainworks in
exchange for common shares in the capital of Rock Tech. The
Transaction will constitute a reverse takeover ("RTO") pursuant to
the policies of the TSX Venture Exchange (the
"Exchange").
Rock Tech currently
has an issued and outstanding share capital of 99,845,108 common
shares. Prior to the closing of the Transaction, this outstanding
share capital will be consolidated on the basis of ten (10) old
shares for one (1) new share, resulting in 9,984,511 common shares.
The aggregate consideration for the Brainworks shares will be
satisfied by the issuance of 240,962,435 post-consolidation shares
of Rock Tech at a deemed price of CAD$0.20 per share, for an
aggregate purchase price of CAD$48.2 million on the basis of one
(1) Rock Tech share for each two (2) Brainworks shares.
The parties to the
Transaction are at arm's length. Following the completion of the
Transaction, it is anticipated that the Resulting Issuer will be a
Tier 1 Issuer on the TSX Venture Exchange and will carry on the
business of private equity investment and advisory
services.
In connection with
the RTO, Rock Tech will complete a non-brokered private placement
of debt or equity for at least CAD$500,000 at a price or conversion
price of not less than CAD$0.20 per post-consolidation share. The
parties are currently negotiating the final terms of the financing
and the Company will announce further details once they have been
finalized. The proceeds of the financing will be used to meet
existing commitments. Any securities issued in connection with this
financing will be subject to four month statutory hold.
Completion of the
Transaction is subject to a number of conditions, including TSX
Venture Exchange acceptance and Shareholder approval. The
Transaction cannot close until the required Shareholder approvals
are obtained. There can be no assurance that the Transaction will
be completed as proposed or at all.
In connection with
the Transaction, a Finder's Fee of 2% of the total Transaction
value will be payable in shares of Rock Tech to BTI International
Limited.
Investors are
cautioned that, except as disclosed in the disclosure document to
be prepared in connection with the Transaction, any information
released or received with respect to the reverse takeover may not
be accurate or complete and should not be relied upon. Trading in
the securities of Rock Tech Lithium Inc. should be considered
highly speculative.
Trading in the common
shares of Rock Tech will remain halted pending further filings with
the Exchange. Additional information will be provided in subsequent
news releases and prior to any resumption in trading.
On closing, the
certain officers and certain directors of Rock Tech will resign and
the board of directors of Rock Tech will be reconstituted. Details
on the constitution of the new board and management will be
released once finalized.
The TSX Venture
Exchange has in no way verified the merits of the proposed
transaction and has neither approved nor disapproved the contents
of this press release.
About
Rock Tech Lithium Inc.
Rock Tech is a Canadian exploration
company focused on developing its lithium and graphite projects
located in Canada. In 2009, the Company acquired the Georgia Lake
lithium property located near Thunder Bay, Ontario. Since acquiring
the property, the Company has completed over 12,000 metres of
drilling, conducted metallurgical testing and confirmed a
significant portion of the historic resource estimate to NI 43-101
standards. In 2012, the Company entered into an option agreement to
acquire a 100% interest in the Lochaber graphite property near
Gatineau, Quebec. Since acquiring the property, the Company
completed geophysical surveys, over 7,000 metres of drilling and
has begun initial metallurgical testing. In May, 2013, based on the
results of exploration activities, the Company exercised its option
to acquire 100% of the Lochaber graphite property.
About
Brainworks Capital Management (Private) Limited
Brainworks is
Zimbabwe's pre-eminent private equity investment and advisory
company primarily focused on investing in the financial services,
mining, tourism, real estate and energy sectors in the Republic of
Zimbabwe. Brainworks, through the companies in its investment
portfolio, currently offers a range of banking and consumer finance
products. In its energy portfolio, Brainworks is active in
petroleum products logistics and bulk trading markets, while in its
tourism and real estate portfolio it is active in the hotel
operating and real estate business. Brainworks is also involved in
gold mining activities through properties in Zimbabwe which are
currently undergoing exploration. As at June 30, 2013, Brainworks
had total assets of approximately US$ 39.1 million, of which US$
3.8 million was cash, while its total invested capital or equity
was US$26.9 million. Upon the Completion Date of the Transaction,
the Resulting Issuer will be involved in the investment
sector. Brainworks currently has 481,924,869 shares issued and
outstanding and no other classes of shares or convertible
securities have been issued. Brainworks has thirty shareholders of
which none hold a controlling interest.
The technical
information contained in this news release has been reviewed by
Afzaal Pirzada, P.Geo., Vice President, Exploration and interim CEO
of the Company and a Qualified Person as defined in NI
43-101.
On behalf of the Board of
Directors,
"Afzaal
Pirzada"
Afzaal Pirzada, P.Geo.
Director, Vice President of Exploration
and interim CEO
For more information, please contact:
Brad Barnett
Vice President of Corporate Finance and Development
Rock Tech Lithium Inc.
789 West Pender Street, Suite 1205
Vancouver, B.C., V6C 1H2
Telephone: (604) 688-1140
Facsimile: (604) 688-1173
Email:
bbarnett@rocktechlithium.com
Disclaimer and Cautionary Statement Regarding Forward-Looking
Information
Neither the TSX Venture Exchange nor its
Regulation Services Provider (as that term is defined in the
policies of the TSX Venture Exchange) accepts responsibility for
the adequacy or accuracy of this press release. This news release
shall not constitute an offer to sell or the solicitation of an
offer to buy securities in any jurisdiction.
All
statements, trend analysis and other information contained in this
press release relative to markets about anticipated future events
or results constitute forward-looking statements. Forward-looking
statements are often, but not always, identified by the use of
words such as "seek", "anticipate", "believe", "plan", "estimate",
"expect" and "intend" and statements that an event or result "may",
"will", "should", "could" or "might" occur or be achieved and other
similar expressions. Forward-looking statements are subject to
business and economic risks and uncertainties and other factors
that could cause actual results of operations to differ materially
from those contained in the forward-looking statements.
Forward-looking statements are based on estimates and opinions of
management at the date the statements are made. The Company does
not undertake any obligation to update forward-looking statements
even if circumstances or management's estimates or opinions should
change except as required by applicable laws. Investors should not
place undue reliance on forward-looking statements.
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