/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.