C$40 million . Each Unit is
Rock Tech Lithium Announces Closing of
Offering of Units
/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.
View original content:
http://www.newswire.ca/en/releases/archive/August2022/19/c8998.html
%SEDAR: 00005870E
For further information:
André Mandel, VP Marketing & Communications, Rock Tech Lithium Inc.;
777 Hornby Street, Suite 600, Vancouver, B.C., V6Z 1S4; Telephone: +49 (0) 151 2825 4014;
Facsimile: (604) 670-0033; Email: [email protected].
CO: Rock Tech Lithium Inc.
CNW 09:17e 19-AUG-22