/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES
OR FOR DISSEMINATION IN THE UNITED
STATES/
VANCOUVER, BC, Aug. 19,
2022 /CNW/ - Rock Tech Lithium Inc. (TSXV: RCK)
(OTCQX: RCKTF) (FWB: RJIB) (WKN: A1XF0V) (the "Company" or "Rock
Tech") announces the closing of its previously announced marketed
offering (the "Offering") of units of the Company ("Units"). In
connection with closing of the Offering, the Company issued an
aggregate of 11,449,743 Units at a price of C$3.50 per Unit for aggregate gross proceeds of
approximately C$40 million. Each Unit
is comprised of one common share in the capital of Rock Tech (a
"Common Share") and one-half of one Common Share purchase warrant
(each whole Common Share purchase warrant, a "Warrant"). Each
Warrant entitles the holder thereof to acquire one Common Share (a
"Warrant Share") for a period of 36 months from August 19, 2022, at an exercise price of
C$4.50, subject to and in accordance
with the terms and conditions of the warrant indenture entered into
between the Company and Computershare Trust Company of Canada, including acceleration and adjustment
in certain circumstances. In the event that the volume weighted
average trading price of the Common Shares on the TSX Venture
Exchange for ten (10) consecutive trading days exceeds C$6.75, the Company may, within 10 business days
of the occurrence of such event, deliver a notice (including a
press release) to the holders of Warrants accelerating the expiry
date of the Warrants to the date that is 30 days following the date
of such notice.
The underwritten Warrants issued pursuant to the Offering have
been conditionally approved for listing and are expected to
commence trading on the TSX Venture Exchange following the closing
of the Offering, subject to the satisfaction of all listing
conditions.
As previously announced, Rock Tech currently intends to use the
net proceeds of the Offering to finance the development of the
Company's proposed high grade lithium hydroxide converter and
refinery facility in Guben, Germany (the "Guben Converter") and to fund
the continued exploration and development of the Company's
Georgia Lake lithium project in
Ontario, Canada (the "Georgia Lake
Project").
The Offering included a C$30,686,600 underwritten offering (the
"Underwritten Offering") conducted through a syndicate of
underwriters (the "Underwriters") led by TD Securities Inc. and
Cantor Fitzgerald Canada Corporation acting as joint book-runners
and including Berenberg Capital Markets, LLC as joint lead manager.
The Company granted the Underwriters an option (the "Over-Allotment
Option") to purchase up to an additional 15% of the Underwritten
Offering. The Over-Allotment Option is exercisable, in whole or in
part at the discretion of the Underwriters, at any time up to and
including 30 days following the closing date of the Offering. The
Underwriters can elect to exercise the Over-Allotment Option for
Units only, Common Shares only, Warrants only or any combination
thereof, to cover over-allotments, if any, and for market
stabilization purposes.
In connection with the Underwritten Offering, the Company also
completed a non-brokered private placement of 2,682,143 Units
for aggregate gross proceeds of C$9,387,500.50 (the "Concurrent Private
Placement"), pursuant to subscription agreements entered into
directly between Rock Tech and purchasers ("Subscription
Agreements"). The Common Shares and Warrants issued in
connection with the Concurrent Private Placement are subject to a
four month hold period in accordance with applicable Canadian
securities laws, which expires four months and one day following
the date of issuance thereof, as will any Common Shares issued on
exercise of Warrants prior to the expiry of such hold period.
The Underwritten Offering was made to the public in each of the
provinces of Canada, excluding
Québec, pursuant to a prospectus supplement (the "Prospectus
Supplement") to the Company's existing Canadian base shelf
prospectus dated July 13, 2022 (the
"Base Shelf Prospectus") and in the
United States on a private placement basis to "qualified
institutional buyers" pursuant to an exemption from the
registration requirements under the United States Securities Act of
1933, as amended (the "U.S. Securities Act"), and in certain
jurisdictions outside of Canada
and the United States on a basis
which does not require the filing of a prospectus, registration
statement or similar document in such jurisdiction.
The Units, Common Shares and Warrants referred to in this press
release have not been, and will not be, registered under the U.S.
Securities Act, or any state securities laws of any state of
the United States and may not be
offered or sold within the United
States except in compliance with the registration
requirements of the U.S. Securities Act and applicable state
securities laws or pursuant to exemptions therefrom. This press
release does not constitute an offer to sell or the solicitation of
an offer to buy any securities of the Company.
ABOUT ROCK TECH LITHIUM INC.
Rock Tech is a cleantech company on a mission to produce lithium
chemicals for EV batteries. The Company aims to serve automotive
customers with high-quality lithium hydroxide. Rock Tech plans to
build high-tech lithium converters at the door-step of the European
and North American automotive industries, to provide customers with
supply-chain transparency and just-in-time delivery. To close the
most pressing gap in the clean mobility story, Rock Tech has
gathered one of the strongest teams in the industry. The Company
has adopted strict ESG standards and is developing a proprietary
refining process to further increase efficiency and sustainability.
Rock Tech plans to source raw material from its own mineral project
in Canada as well as procuring it
from other responsibly producing mines. In the years to come, the
Company expects to also source raw materials from discarded
batteries. Rock Tech's goal: to create a closed-loop lithium
production system. www.rocktechlithium.com
Neither TSX-V nor its Regulation Services Provider (as that term
is defined in policies of the TSX-V) accepts responsibility for the
adequacy or accuracy of this release.
CAUTIONARY NOTE CONCERNING
FORWARD-LOOKING INFORMATION
The following cautionary statements are in addition to all other
cautionary statements and disclaimers contained elsewhere in, or
referenced by, this press release.
Certain information set forth in this press release contains
"forward-looking information" and "forward-looking statements"
(collectively, "forward-looking information") within the meaning of
applicable securities laws, which information is based on Rock
Tech's current expectations, estimates, and assumptions in light of
its experience and its perception of historical trends. All
statements other than statements of historical facts may constitute
forward-looking information. Often, forward-looking information can
be identified by the use of words or phrases such as "estimate",
"project", "anticipate", "expect", "intend", "believe", "hope",
"may" and similar expressions, as well as "will", "shall" and all
other indications of future tense. All forward-looking information
set forth in this press release is expressly qualified in its
entirety by the cautionary statements referred to in this
section.
In particular, forward-looking information contained in this
press release includes: the possible exercise of the Over-Allotment
Option by the Underwriters; the intended use of proceeds from the
Offering; the listing of the Warrants issued pursuant to the
Offering; Rock Tech's opinions, beliefs and expectations regarding
the Company's business strategy, development and exploration
opportunities and projects; expectations with respect to future
financing options; and plans and objectives of management for the
Company's operations and properties.
Forward-looking information is based on certain assumptions,
estimates, expectations and opinions of the Company and, in certain
cases, third party experts, that are believed by management of Rock
Tech to be reasonable at the time they were made. This
forward-looking information was derived utilizing numerous
assumptions regarding, among other things: the supply and demand
for, deliveries of, and the level and volatility of prices of,
feedstock and intermediate and final lithium products; expected
growth, performance and business operations; the availability of
financing on acceptable terms; future commodity prices and exchange
rates; Rock Tech's prospects and development projects (including
the Guben Converter and the Georgia Lake Project), as well as other
opportunities available to the Company; general business and
economic conditions; the costs and results of exploration,
development and operating activities; Rock Tech's ability to
procure supplies and other equipment necessary for its business;
and the accuracy and reliability of technical data, forecasts,
estimates and studies. The foregoing list is not exhaustive of all
assumptions which may have been used in developing the
forward-looking information. While Rock Tech considers these
assumptions to be reasonable based on information currently
available, they may prove to be incorrect and should not be read as
a guarantee of future performance or results.
In addition, forward-looking information involves known and
unknown risks and uncertainties and other factors, many of which
are beyond Rock Tech's control, that may cause actual events,
results, performance and/or achievements to be materially different
from that which is expressed or implied by such forward-looking
information. Risks and uncertainties that may cause actual events,
results, performance and/or achievements to vary materially
include: the Company's ability to access additional funding
required to invest in available opportunities and projects
(including the Guben Converter and the Georgia Lake Project) and on
satisfactory terms; the current and potential adverse impacts of
the COVID-19 pandemic, including future outbreaks or mutations and
any associated policies or restrictions on business; the risk that
Rock Tech will not be able to meet its financial obligations as
they fall due; changes in commodity and other prices; Rock Tech's
ability to retain and attract skilled staff and to secure feedstock
from third party suppliers; unanticipated events and other
difficulties related to the construction, development and operation
of the Guben Converter or the Georgia Lake Project; the cost of
compliance with current and future environmental and other laws and
regulations; title defects; competition from existing and new
competitors; changes in currency exchange rates and market prices
of Rock Tech's securities; Rock Tech's history of losses; impacts
of climate change; and other risks and uncertainties described from
time to time in Rock Tech's public disclosure documents available
on the Company's SEDAR profile at www.sedar.com, including those
discussed under the heading "Risk Factors" in Rock Tech's most
recently filed Management Discussion and Analysis and Annual
Information Form, respectively. Such risks and uncertainties do not
represent an exhaustive list of all risk factors that could cause
actual events, results, performance and/or achievements to vary
materially from the forward-looking information.
The forward-looking information contained in this press release
reflects Rock Tech management's views as at the date such
information was created. Other than as may be required by law, Rock
Tech undertakes no obligation and expressly disclaims any
responsibility, obligation or undertaking to update or to revise
any forward-looking information, whether as a result of new
information, future events or otherwise, to reflect any change in
Rock Tech's expectations or any change in events, conditions or
circumstances on which any such information is based. The
forward-looking information contained herein is presented for the
purposes of assisting readers in understanding Rock Tech's plans,
objectives and goals and is not appropriate for any other purposes.
Given these uncertainties, readers are cautioned not to rely on the
forward-looking information set forth in this press release.
SOURCE Rock Tech Lithium Inc.