Rock Tech Lithium Announces Closing of Second and Final Tranche of Private Placement
Rock Tech Lithium Announces Closing of
Second and Final Tranche of Private
Placement
/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN
THE
UNITED STATES
/
VANCOUVER, BC
,
Jan. 5, 2022
/CNW/ - Rock Tech Lithium Inc. (TSXV: RCK) (OTCQX: RCKTF)
(FWB: RJIB) (WKN: A1XF0V) (the "
Company
" or "
Rock Tech
") is pleased to announce the closing
of the second and final tranche of its previously announced brokered offering (the "
Offering
") of
units of Rock Tech ("
Units
") on a private placement basis to certain U.S. and international investors.
In connection with closing of the second tranche of the Offering, the Company issued an aggregate
of 331,429 Units for aggregate gross proceeds of approximately U.S.
$1.4 million
(or approximately
C$1.8 million
)
1
. Combined with the first tranche of the Offering, which closed on
December 30,
2021
, the Company issued an aggregate of 9,761,905 Units pursuant to the Offering at a price of
U.S.
$4.20
per Unit, for aggregate gross proceeds of approximately U.S.
$41.0 million
.
Each Unit consists of one common share in the capital of Rock Tech (the "
Common Shares
" and
such Common Shares issued and sold, the "
Unit Shares
") and one common share purchase warrant
of Rock Tech (a "
Warrant
", and together with the Units and the Unit Shares, the "
Securities
"). Each
Warrant entitles the holder thereof to purchase one Common Share (a "
Warrant Share
") at an
exercise price of
C$6.77
per Warrant Share for a period of 30 months following the date of issuance
of such Warrant, subject to and in accordance with the terms and conditions of the certificate
evidencing such Warrant, including acceleration and adjustment in certain circumstances.
Offering Details
Rock Tech intends to use the net proceeds of the Offering to finance the construction of the
Company's proposed high grade lithium hydroxide converter and refinery facility in Guben,
Germany
(the "
Converter Project
"), to fund the continued exploration and development of the Company's
Georgia Lake
lithium project in
Ontario, Canada
(the "
Georgia Lake Project
") and for general
corporate purposes. See the Company's press release dated
December 20, 2021
for additional
details regarding the anticipated use of the proceeds of the Offering, including the allocation thereof.
The Unit Shares and the Warrants are subject to four month hold periods in accordance with
applicable Canadian securities laws and the rules of the TSX Venture Exchange (the "
TSX-V
"),
which expire four months and one day following the date of issuance thereof, as will any Warrant
Shares issued on exercise of Warrants prior to the expiry of such hold periods.
The Securities issued and sold pursuant to the Offering have not been, and will not be, registered
under
the United States
Securities Act of 1933
, as amended (the "
U.S. Securities Act
"), or any
state securities laws of any state of
the United States
and accordingly 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. Unless the
resale is registered under the U.S. Securities Act, holders of the Securities may not trade them in
the United States
pursuant to Rule 144 under the U.S. Securities Act until the date that is one year
from (i) the date of issuance (in the case of the Unit Shares and the Warrants), and (ii) the date of
exercise of the Warrant (in the case of the Warrant Shares).
Evercore Group L.L.C. acted as the exclusive placement agent for the Offering, outside of
Canada
with only investors outside of
Canada
eligible to participate, on a reasonable efforts basis, and will
receive compensation of U.S.
$1.0 million
in connection with its services relating to the Offering.
The Unit Shares and Warrant Shares have been conditionally accepted for listing on the TSX-V,
which is subject to the final acceptance of the TSX-V.
See the Company's press releases dated
December 20, 2021
,
December 23, 2021
and
December
30, 2021
for additional details regarding the Offering.
About Rock Tech Lithium Inc.
Rock Tech Lithium is a cleantech company with operations in
Canada
and
Germany
that aims to
supply the automotive industry with high quality lithium hydroxide "made in
Germany
". As early as
2024, the Company intends to commission
Europe's
first lithium converter with a nameplate
production capacity of 24,000 tonnes per year. This is equivalent to the volume needed to equip
around 500,000 electric cars with lithium-ion batteries.
The Company has set itself the goal of creating the world's first closed loop for lithium, thus closing
the raw material gap on the road to clean mobility. Rock Tech owns the Georgia Lake Project in
Ontario, Canada
and, as early as 2030, around 50 percent of the raw materials used are expected
to come from the recycling of batteries.
Rock Tech Lithium - The super fuel for the battery age
www.rocktechlithium.com
On behalf of the Board of Directors,
Dirk Harbecke
Chairman and Chief Executive Officer
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 is 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, this press release contains forward-looking information pertaining to: the anticipated
benefits of the Offering; the intended use of proceeds from the Offering; 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 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: receipt of the final acceptance of the
TSX-V in respect of the listing of the Unit Shares and Warrant Shares on the TSX-V; the supply and
demand for, deliveries of, and the level and volatility of prices of, intermediate and final lithium
products; expected growth, performance and business operation; future commodity prices and
exchange rates; prospects and opportunities; general business and economic conditions; results of
development and exploration; interest and tax rates; the availability of capital to fund future capital
requirements relating to existing assets and future projects; future operating costs; receipt of all
required regulatory approvals on the expected terms and in a timely manner; and Rock Tech's
ability to procure supplies and other equipment necessary for its business. 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 Converter
Project 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 Converter Project 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 "Financial Instruments and Other Risks" in Rock Tech's
most recently filed Management Discussion and Analysis. 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.
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For further information:
Dirk Harbecke, Chairman and Chief Executive Officer, Rock Tech Lithium
Inc., 777 Hornby Street, Suite 600, Vancouver, B.C., V6Z 1S4, Telephone: (778) 358-5200,
Facsimile: (604) 670-0033, Email: [email protected].
CO: Rock Tech Lithium Inc.
CNW 19:56e 05-JAN-22