Mr. Andre Mandel reports
ROCK TECH LITHIUM ANNOUNCES PRICING OF OFFERING OF UNITS
Rock Tech Lithium Inc. has priced its previously announced marketed offering of units of the company. The company will issue an aggregate of 11,349,743 units for aggregate gross proceeds of approximately $31.0-million (U.S.) (approximately $39.7-million (Canadian)) at a price of $3.50 per unit. Each unit will be composed of 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.
The offering includes a $30,686,600 underwritten offering, conducted through a syndicate of underwriters and led by TD Securities Inc. and Cantor Fitzgerald Canada Corp. acting as joint book runners and including Berenberg Capital Markets LLC as joint lead manager. The company has granted the underwriters an option to purchase up to an additional 15 per cent of the underwritten offering. The 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.
In connection with the underwritten offering, the company will also complete a non-brokered private placement of units for aggregate amount of not less than $9,037,500, 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.
Closing of each of the underwritten offering and the concurrent private placement is expected to occur on Aug. 19, 2022, and is subject to a number of customary closing conditions, including acceptance of the TSX Venture Exchange.
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 U.S. 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 cleantech 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-technology 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 and 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 procure 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 is to create a closed-loop lithium production system.
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