Andre Mandel reports
ROCK TECH LITHIUM ANNOUNCES REVISED TERMS FOR PROPOSED OFFERING OF UNITS
The terms for Rock Tech Lithium Inc.'s previously announced marketed offering of units of the company have been amended. The company now intends to raise aggregate gross proceeds of approximately $30-million (U.S.) (approximately $38-million) pursuant to the offering of units at a price of $3.50 per unit. Each unit will comprise one common share in the capital of Rock Tech and one-half of one common share purchase warrant. Each warrant will entitle the holder thereof to acquire one common share for a period of 36 months from the date of issuance of such warrant, at an exercise price of $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, and to finance the continued exploration and development of the company's Georgia Lake lithium project in Ontario, Canada. 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 led by TD Securities Inc. and Cantor Fitzgerald Canada Corp. acting as joint bookrunners and including Berenberg Capital Markets LLC as joint lead manager. The company expects to grant the underwriters an option to purchase up to an additional 15 per cent of the underwritten offering. It is anticipated that such overallotment 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 overallotment option for units only, common shares only, warrants only or any combination thereof, to cover overallotments, 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, all of whom are expected to be existing shareholders of Rock Tech.
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 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. 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 Quebec, pursuant to a prospectus supplement to the company's existing Canadian base shelf prospectus dated July 13, 2022, 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. 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.
About Rock Tech Lithium Inc.
Rock Tech is a clean tech company on a mission to produce lithium chemicals for electric vehicle batteries. The company aims to serve automotive customers with high-quality lithium hydroxide. Rock Tech plans to build high-tech lithium converters at the doorstep 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 (environmental, social, governance) 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.
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