Rock Tech Lithium Announces Revised Terms for Proposed Offering of Units
Rock Tech Lithium Announces Revised Terms for Proposed Offering of Units
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
VANCOUVER, British Columbia, Aug. 12, 2022 (GLOBE NEWSWIRE) -- Rock Tech Lithium Inc. (TSX-V: RCK) (OTCQX: RCKTF) (FWB:
RJIB) (WKN: A1XF0V) (the "Company" or "Rock Tech") announces that the terms for its previously announced marketed offering of units of
the Company (“Units”) have been amended. The Company now intends to raise aggregate gross proceeds of approximately US$30 million
(approximately C$38 million) pursuant to the Offering of Units at a price of C$3.50 per Unit (the “Offering”). Each Unit will be 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 will entitle the holder thereof to acquire one Common Share (a "Warrant
Share") for a period of 36 months from the date of issuance of such Warrant, at an exercise price of C$4.50, subject to and in accordance
with the terms and conditions of the warrant indenture to be entered into between the Company and Computershare Trust Company of
Canada, including acceleration and adjustment in certain circumstances.
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 net proceeds from the
Offering are expected to provide the Company with sufficient capital to advance its projects, including the Guben Converter and Georgia
Lake Project, in line with its proposed business timeline. Additionally, over the last week further strategic, less dilutive financing possibilities
have arisen, which could help to strongly accelerate the company's growth.
It is anticipated that a portion of the Offering will be 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 “Underwritten Offering”). The Company expects to grant the Underwriters an option (the "Over-Allotment Option") to purchase
up to an additional 15% of the Underwritten Offering. It is anticipated that such Over-Allotment Option will be 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.
The remaining portion of the Offering, will be conducted via a non-brokered private placement pursuant to subscription agreements to be
entered into directly between Rock Tech and purchasers ( “Subscription Agreements”), all of whom are expected to be existing
shareholders of Rock Tech (the “Concurrent Placement”).
The final terms of the Offering will be determined at the time the Company enters into a definitive underwriting agreement with the
Underwriters and Subscription Agreements with purchasers under the Concurrent Placement. Closing of the each of the Underwritten
Offering and the Concurrent Placement will be subject to a number of customary closing conditions, including acceptance of the TSX
Venture Exchange (the "TSX-V"). There can be no assurance as to whether or when the Offering will be completed, or as to the final size or
terms of the Offering.
The Underwritten Offering will be 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"). In addition, the
Underwriters (directly or through affiliates or selling group members) may offer Units pursuant to the Underwritten Offering in such
jurisdictions outside of Canada and the United States as agreed between the Company and the Underwriters on a basis which does not
require the filing of a prospectus, registration statement or similar document in such jurisdiction.
The Prospectus Supplement and the Base Shelf Prospectus contain important information about the Company and the Underwritten
Offering. Prospective investors in the Underwritten Offering should read the Prospectus Supplement and the Base Shelf Prospectus,
including the documents incorporated by reference therein, before making an investment decision. Copies of the Prospectus Supplement,
the Base Shelf Prospectus and all documents incorporated by reference therein will be available electronically on Rock Tech's SEDAR
profile at www.sedar.com.
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: statements regarding the Offering, including the pricing
and size of the Offering, the size of the Underwritten Offering, the size of the Concurrent Placement and completion and timing thereof; the
entering into of a definitive underwriting agreement; the granting of the Over -Allotment Option to the Underwriters; the intended use of
proceeds from the Offering; the entering into of the Subscription Agreements; the ability of the relevant parties to satisfy the conditions to
closing the Offering, including the approval of the TSX -V; 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 satisfaction of the conditions to closing of the
Offering in a timely manner, including receipt of all necessary approvals; that the Offering will be completed on terms consistent with
management's current expectations; 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: an inability to satisfy the conditions to closing of the Offering on a timely basis, or at all;
uncertainty regarding whether market conditions and marketing efforts will result in terms of the Offering acceptable to the Company; the
Company's ability to access additional funding, including through the Offering, 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.
For further information: please contact 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].