Mr. Thomas Rolfes reports

ROCK TECH LITHIUM ANNOUNCES PROPOSED PRIVATE PLACEMENT

Rock Tech Lithium Inc. intends to undertake a proposed brokered offering of up to approximately 9.5 million units of Rock Tech, on a private placement basis, to certain United States and international investors at a price of $4.20 (U.S.) per unit (or approximately $5.42), for aggregate gross proceeds of up to approximately $40-million (U.S.) (or approximately $51.9-million). Each unit will consist of one common share in the capital of Rock Tech and one common share purchase warrant of Rock Tech. Each warrant will entitle the holder thereof to purchase one common share at an exercise price of $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 $31.5-million (U.S.) to finance the construction of the company's proposed high-grade lithium hydroxide converter and refinery facility in Guben, Germany, including financing 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 Nov. 29, 2021, for details regarding the estimated capital and operating costs of the converter project);
• Approximately $5.8-million (U.S.) to finance the continued exploration and development of the company's Georgia Lake lithium project in Ontario, Canada, including financing the company's exploration drilling programs, engineering work, environmental and permitting costs, community relations spending, project infrastructure spending, and management and human resources costs;
• 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 Dec. 30, 2021, subject to the satisfaction of certain customary closing conditions, including the approval of the TSX Venture Exchange 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.

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 per cent 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.

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 per cent of the raw materials used are expected to come from the recycling of batteries.

We seek Safe Harbor.