Rock Tech Lithium and Arcore AG announce merger of its subsidiaries to create a fully integrated European Lithium Company. The parties will establish a European joint-venture that controls Rock Tech's Guben Converter in
Rock Tech Lithium and Arcore AG announce merger of its subsidiaries to
create a fully integrated European Lithium Company.
The parties will establish a European joint-venture that controls Rock Tech's Guben Converter in
Germany
, as well as Arcore's Lopare project in
Bosnia-
Herzegovina
.
The business combination will cover the entire value chain from mine to battery-grade Lithium products.
This fully integrated supply chain will ensure a reliable battery materials supply for
Europe
, create operational synergies, lower costs and substantially
enhance international competitiveness
.
The binding Business Combination Agreement has been signed on
February 19, 2025
. Rock Tech will hold 75% control of the newly created company.
Closing is targeted for Q2/2025.
TORONTO
,
Feb. 20, 2025
/CNW/ - Rock Tech Lithium Inc. (TSXV: RCK) (OTCQX: RCKTF) (FSE: RJIB) ("Rock Tech" or "the Company") is pleased to announce
the signing of a binding Business Combination Agreement (BCA) to form a business combination with Arcore AG ("Arcore"), an arm's length Swiss-based mining
company. The goal is to establish a fully integrated Lithium supply chain in
Europe
, reducing dependence on other regions for critical battery raw materials. Lithium
is an essential mineral for the energy transition, and demand in
Europe
is expected to triple by 2030, driven by the increasing need for batteries in electric vehicles
(EVs) and energy storage systems as estimated by McKinsey & Company's Battery Insight Demand Model.
Dirk Harbecke
, Rock Tech CEO & Chairman, comments:
"Strong European supply chains are essential to secure the regions' strategic autonomy, promote
industrial competitiveness and enable the transformation to a climate-neutral economy.
Europe
is currently heavily dependent on imports of critical raw
materials such as lithium. This is an important step for Rock Tech to become the European leader in battery raw materials supply."
Jeff Stone
, Interim CEO Arcore, states:
"Caring for this exceptionally vital asset of the Republic of Srpska is a fiduciary duty that we assume with the utmost
responsibility. It is with that responsibility in mind that we formally submit our concession application. It is a privilege for Arcore alongside Rock Tech to play a
defining role in the creation of an independent European supply chain of critical metals."
Vladimir Rudic
, Managing Director of Arcore Doo in
Bosnia-Herzegovina
, adds:
"The Lopare project, thanks to our collaboration and association with Rock Tech,
and their cutting-edge technological innovations, will be the standard bearer of new trends in the development of sustainable mining in this traditional mining
region."
Formation of NewCo
Rock Tech and Arcore will establish a new European entity (NewCo). Upon Closing, it is intended that (i) Rock Tech will contribute the shares of its wholly owned
subsidiary Rock Tech Guben GmbH to NewCo and will hold shares in NewCo representing 75% of NewCo's registered share capital, and that (ii) ARCORE will
contribute the shares of its wholly owned subsidiary AR CORE d.o.o to NewCo and hold shares representing 25% of NewCo's registered share capital.
The core assets of NewCo will include Rock Tech's fully permitted Lithium converter in Guben,
Germany
, and Arcore's lithium-boron-magnesium mining project in
Lopare,
Bosnia-Herzegovina
. It is envisioned that the Lopare project will deliver Lithium Sulphate feedstock (produced at site) to the Guben Converter from 2030
onwards; in addition to the already secured spodumene supply from contracted partners. Utilizing Lithium Sulphate as future feedstock is a key step in establishing
a circular Lithium economy and reducing production costs significantly. This approach aligns with Rock Tech's recycling flowsheet, for which Lithium Sulphate from
black mass recycling is used and subsequently refined into battery-grade Lithium hydroxide at Rock Tech's converters. By processing Lithium raw material to
Lithium Sulphate at-site in Lopare an important value-adding step will remain in-country.
As leading partner of the NewCo, Rock Tech will engage closely with the local communities as part of the permitting process, leveraging its expertise gained from
developing its
Georgia Lake
lithium project in
Canada
. The Arcore deposit will be developed in cooperation with local stakeholders and in compliance with the
strictest environmental, social, and governance (ESG) standards. The company plans to obtain certification under the Initiative for Responsible Mining Assurance
(IRMA) standard.
The Projects
Guben Lithium Converter
The centerpiece of Rock Tech's European activities is its planned Lithium-Hydroxide Monohydrate ("LHM") Converter in the Brandenburg battery cluster, designed
to produce battery-grade LHM for up to 500,000 electric vehicles per year. The project is currently in its final financing phase, with all relevant construction,
environmental and operation permits and engineering studies completed. The state of Brandenburg supports the project due to its high strategic relevance.
Engineering and project management firm Worley Ltd. has been selected as the EPCM provider for the Guben Converter, and LHM offtake agreements as well
feedstock supply have been secured.
Lopare Lithium Project
Arcore's mineral deposit in the Lopare region of
Bosnia-Herzegovina
has the potential to become one of the largest lithium mines in
Europe
with estimated
600.000 tonnes of Lithium Carbonate Equivalent (LCE). According to the CSA Global Mineral Resource Estimate (MRE), the deposit contains an indicated
resource of
426Mt
grading 561ppm Li
2
O and 0.95% B
2
O
3
and an inferred resource of 864Mt grading 579ppm Li
2
O and 0.67% B
2
O
3
, respectively. Beyond lithium
and boron, the deposit contains significant concentrations of other valuable minerals. Internal estimates indicate that within the resource area, the material
contains an average of 9.41% MgO, 2.3% K
O, and 10.82% Al
O
. While these elements are not included in the reported Mineral Resource Estimate, they
highlight the broader economic potential of the deposit.
CSA Global Mining Industry Consultants, an ERM Group Company, completed a Mineral Resource Estimate titled "Lopare-Boron-Lithium-Project" as finalized on
November 30
2022 with report number R268.2022. The Mineral Resource Estimate is summarized below in Table 1. Note, Arcore AG being a privately-owned
Switzerland
-based lithium mining company opted to adhere to Australian JORC Code 2012 guidelines, meaning that such mineral resource estimate may not align
fully with the reporting requirements of
Canada's
National Instrument 43-101.
(CNW Group/Rock Tech Lithium Inc.)
The Lopare deposit remains highly prospective, with significant potential to expand the existing resource through additional exploration and technical studies. While
elements such as MgO, K
O, and Al
O
are not currently included in the Mineral Resource Estimate, ongoing geometallurgical and mineralogical studies will further
assess their economic significance. Moreover, exploration beyond the defined Mineral Resource suggests geological continuity, with a significant exploration
target. This exploration target highlights the opportunity for further resource growth and optimization through future drilling programs and study work.
Following the successful completion of the exploration phase, the project has now applied for a Mining Concession. The first important step in the new joint
venture will be the finalization of the pre-feasibility study to further assess the technical scope and quantify the economic benefits of the project. In addition to
developing possible mining and processing methods, this study will comprehensively examine the environmental and social compatibility of the project. The study
will be carried out by an internationally experienced engineering consultancy company.
With this joint venture, Rock Tech and Arcore are taking a significant step toward securing a sustainable, efficient, and competitive lithium supply chain in
Europe
,
reinforcing the continent's battery industry and energy transition goals.
-----
SCIENTIFIC AND TECHNICAL DISCLOSURE The scientific and technical disclosure included in this news release has been reviewed and approved by
Cameron
Andrews
, P.Eng, General Manager Georgia Lake Project, a Qualified Person under National Instrument 43-101 Standards of Disclosure of Mineral Projects.
CLOSING CONDITIONS The completion of this transaction remains subject to the fulfillment of all customary closing conditions, including but not limited to
regulatory approvals, and compliance with applicable legal and tax requirements.
Neither the TSX venture exchange nor its regulation services provider (as that term is defined in policies of the TSX venture exchange) accepts responsibility for
the adequacy or accuracy of this release.
There are no finders' fees associated with this transaction.
ABOUT ROCK TECH
Rock Tech's vision is to supply the electric vehicle and battery industry with sustainable, locally produced Lithium, targeting a 100% recycling rate. To ensure
resilient supply chains, the company plans to build Lithium converters at the doorstep of its customers, beginning with the Company's proposed Lithium-Hydroxide
Converter in Guben, Brandenburg,
Germany
. Rock Tech Lithium plans to source spodumene from its own
Georgia Lake
project in the Thunder Bay Mining District
of
Ontario, Canada
, and procure from other ESG-compliant mines, including sourcing intermediary Lithium products. Ultimately, Rock Tech's goal is to create a
closed-loop Lithium production system. Rock Tech has gathered one of the strongest teams in the industry to close the most pressing gap in the clean mobility
story. The Company has adopted strict environmental, social and governance standards and is developing a proprietary refining process to increase efficiency and
sustainability further. Rock Tech Lithium Inc, 2400-333 Bay Street, Toronto ON M5H 2T6, CAN.
ABOUT ARCORE AG
Arcore is a privately-owned
Switzerland
-based lithium mining company with extensive lithium resources and a commitment to environmental and safety standards
while seeking to accelerate
Europe's
energy transition reliably.
https://arcore.ch/
Arcore AG, Steinhauserstr. 74, 6300 Zug, Switzerland.
CAUTIONARY NOTE CONCERNING FORWARD-LOOKING INFORMATION
Certain statements contained in this news release constitute "forward-looking
information" under applicable securities laws and are referred to herein as "forward-looking statements". All statements, other than statements of historical fact,
which address events, results, outcomes or developments that the Company expects to occur are forward-looking statements. When used in this news release,
words such as "expects", "anticipates", "plans", "predicts", "believes", "estimates", "intends", "targets", "projects", "forecasts", "may", "will", "should", "would",
"could" or negative versions thereof and other similar expressions are intended to identify forward-looking statements. In particular, this press release contains
forward-looking information pertaining to expectations or predictions concerning the establishment of the joint venture company, the regulatory approvals, fulfilment
of closing conditions, and/or about the mineral resource or reserve or outcome and proof of the expected potential of the Lopare Lithium project, the Company's
and/or Arcore's intentions with respect to the development and timing thereof and statements regarding further exploration activities future plans, activities and
schedules relating to such projects and related development including the design and features of the Guben Converter and/or the Lopare Lithium project, as well
as the potential of the Lopare Lithium project and the expected costs, capital expenditures, timing and outcomes thereof; statements regarding the Company's
future plans, estimates, and schedules relating to the joint venture company, the Guben Converter and/or the Lopare Lithium project, including the anticipated
timing of future activities taken in support of the development thereof; Rock Tech's potential financing arrangements; the expected economic performance of the
Guben Converter and/or the Lopare Lithium project and anticipated production of battery-grade Lithium Hydroxide and related processing methods employed and
the exploration of the Lopare deposit; the estimated capital and operating costs of the Guben Converter and/or the Lopare Lithium project; the anticipated timing
and outcomes of a final investment decision and regulatory approvals,construction activities and commissioning of the Guben Converter; the anticipated timing and
outcome of the pre-feasibility study of the Lopare Lithium project; statements regarding the Company's sustainability and ESG related goals and strategy,
including the benefits and achievement thereof and future actions taken by the Company in relation thereto; expected regulatory processes and final outcomes,
permits and mining concessions; expectations regarding the electric vehicle industry, including the demand for and pricing of battery-grade Lithium Hydroxide and
the benefits therefrom, expectations regarding the exploration targets and future drilling programs and the development of political and regulatory frameworks
especially in
Germany
,
Bosnia-Herzegovina
and the European Union; Rock Tech's opinions, beliefs and expectations regarding the Company's business strategy,
development and exploration opportunities and projects; and plans and objectives of management for the Company's operations and properties. Forward-looking
statements by their nature are based on assumptions and involve known and unknown risks, uncertainties and other factors which may cause the actual results to
differ materially from the forward-looking statements, including the risks, uncertainties and other factors discussed in the Company's most recent management's
discussion and analysis and annual information form filed with the applicable securities regulators. No assurances can be given that any of the events anticipated
by the forward-looking statements will transpire or occur, and the Company cautions the reader not to place undue reliance upon any such forward-looking
statements. The Company does not intend, nor does it assume any obligation to update or revise any of the forward-looking statements, whether as a result of
new information, changes in assumptions, future events or otherwise, except to the extent required by applicable law.
Rock Tech and Arcore Team attending the signing ceremony. From left to right: V. Rudic, Managing Director Arcore Doo; D. Harbecke, CEO & Chair Rock Tech
Lithium; Jeff Stone, CEO Arcore AG. (CNW Group/Rock Tech Lithium Inc.)
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For further information:
Konstantin Burger, VP Investor Relations: [email protected] (+1) 416-848-7744; Jeff Stone, Interim CEO email:
CO: Rock Tech Lithium Inc.
CNW 14:15e 20-FEB-25