Rock Tech Lithium Announces Proposed Private Placement
Rock Tech Lithium Announces Proposed
Private Placement
/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN
THE
UNITED STATES
/
VANCOUVER, BC
,
Dec. 20, 2021
/CNW/ - Rock Tech Lithium Inc. (TSXV: RCK) (OTCQX: RCKTF)
(FWB: RJIB) (WKN: A1XF0V) (the "
Company
" or "
Rock Tech
") is pleased to announce that it
intends to undertake a proposed brokered offering (the "
Offering
") of up to approximately 9.5 million
units of Rock Tech ("
Units
"), on a private placement basis, to certain U.S. and international investors
at a price of U.S.
$4.20
per Unit (or approximately
C$5.42
)
1
, for aggregate gross proceeds of up to
approximately U.S.
$40
million (or approximately
C$51.9 million
)
1
. Each Unit will consist of one
common share in the capital of Rock Tech (the "
Common Shares
" and such Common Shares
proposed for issue and sale, 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 will entitle 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 proceeds of the Offering as follows:
approximately U.S.
$31.5 million
to finance the construction of the Company's proposed high
grade lithium hydroxide converter and refinery facility in Guben,
Germany
(the "
Converter
Project
"), including funding the procurement of long lead items such as pyro-kilns and
crystallizers, general Converter Project costs and management and human resources costs
(see the Company's press release dated
November 29, 2021
for details regarding the
estimated capital and operating costs of the Converter Project);
approximately U.S.
$5.8 million
to finance the continued exploration and development of the
Company's
Georgia Lake
lithium project in
Ontario, Canada
(the "
Georgia Lake Project
"),
including funding the Company's exploration drilling programs, engineering work, environmental
and permitting costs, community relations spending, project infrastructure spending and
management and human resources costs; and
the balance to pay expenses incurred by the Company in connection with the Offering and for
general corporate purposes.
Closing of the Offering is expected to occur on or about
December 30, 2021
, subject to the
satisfaction of certain customary closing conditions, including the approval of the TSX Venture
Exchange (the "
TSX-V
") in respect of the listing on the TSX-V of the Unit Shares issued pursuant to
the Offering and the Warrant Shares issuable on exercise of the Warrants.
The Unit Shares and the Warrants will be subject to four month hold periods in accordance with
applicable Canadian securities laws as well as the rules of the TSX-V, as will any Warrant Shares
issued on exercise of Warrants prior to the expiry of such hold periods.
The Securities offered 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.
Evercore Group L.L.C. participated in the Offering as placement agent for the sale of the Securities
on a private placement basis outside of
Canada
with only investors outside of
Canada
eligible to
participate in the Offering. This press release shall not constitute an offer to sell or the solicitation of
an offer to buy any securities of the Company.
Existing Shareholder and Insider Participation
Existing Company shareholders, including an insider of Rock Tech, intend to subscribe for over half
of the Units offered pursuant to the Offering. The issuance of Units to such insider pursuant to the
Offering would constitute a "related party transaction" under applicable Canadian securities laws,
including Multilateral Instrument 61-101 –
Protection of Minority Security Holders in Special
Transactions
. However, the Company expects that such insider participation will be exempt from the
formal valuation and minority shareholder approval requirements under applicable Canadian
securities laws, based on a determination that neither the fair market value of the Units expected to
be subscribed for by such insider, nor the consideration for the Units expected to be paid for by such
insider, will exceed 25% of Rock Tech's market capitalization.
The Company expects to file a material change report in connection with the Offering less than 21
days before the expected closing date of the Offering, which the Company deems reasonable in the
circumstances, as the details of the Offering, including the potential insider participation therein,
were not confirmed at that time and the Company wishes to close the Offering on an expedited
basis.
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.
__________________________________
1
Based on the C$/U.S.$ exchange of $1.2895 as of December 17, 2021
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
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
size, terms and benefits of the Offering; the intended use of proceeds from the Offering and
allocation thereof; the ability of the relevant parties to satisfy the conditions to closing the Offering,
including the approval of the TSX-V; listing of the Unit Shares and the Warrant Shares issued
pursuant to the Offering on the TSX-V; the anticipated timing of the closing of the Offering;
statements regarding insider participation in 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: the satisfaction of the conditions to
closing of the Offering in a timely manner, including receipt of all necessary approvals; 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 inability to satisfy the conditions to
closing of the Offering on a timely basis, or at all; the failure to receive any necessary approval
required in connection with the Offering; 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:
Thomas Rolfes, Head of Public Relations, 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 09:16e 20-DEC-21