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Rock Tech Lithium Inc. (TSXV: RCK,OTC:RCKTF) (OTCQX: RCKTF) (FWB: RJIB) (WKN: A1XF0V) (the "Company" or "Rock Tech") is pleased to announce the first closing of a non-brokered, fully subscribed private placement offering of 7,923,147 units (the "Units") at a price of $0.65 per Unit for aggregate gross proceeds of approximately $5,200,000 (the "Offering").
Today, in connection with the closing of the first tranche of the Offering, Rock Tech issued 2,923,147 Units at a price of $0.65 per Unit for aggregate gross proceeds of $1,900,045. The Company has entered into irrevocable subscription agreements for an additional tranche of the Offering representing gross proceeds of $3,250,000 and expects to complete such tranche on or before August 28, 2026, subject to the satisfaction of customary closing conditions.
More than 60% ($3,250,000) of the Offering was subscribed by a new strategic investor which is concurrently entering into a strategic equity participation at the project level in the Company's fully permitted Guben lithium hydroxide converter in Brandenburg, Germany. The investor's decision to also participate in this Offering reflects its confidence in Rock Tech's overall asset management strategy. Further details of the Guben transaction will be announced separately after final close of the transaction.
The balance of the Offering was subscribed by Canadian investors, including first-time investors in Rock Tech, together with existing shareholders. The Company welcomes the further broadening of its Canadian shareholder base as it advances the Georgia Lake Mine and the Red Rock Converter in Ontario.
The Company intends to use the net proceeds raised from the Offering to advance the Definitive Feasibility Study for the Georgia Lake Mine and the development of the Red Rock Converter in Ontario, and for general corporate and working capital purposes.
Each Unit consists of one common share in the capital of Rock Tech (the "Common Shares", with such Common Shares comprising the Units, the "Unit Shares") and one-half of one Common Share purchase warrant (each whole Common Share purchase warrant, a "Warrant"). Each Warrant entitles the holder thereof to purchase one Common Share (a "Warrant Share") at an exercise price of $0.90 per Warrant Share for a period of 36 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 adjustment in certain circumstances.
In connection with the Offering, the Company may pay eligible finders a cash commission equal to 6% of the gross proceeds raised from subscribers introduced by such finders and, subject to the approval of the TSX Venture Exchange, may issue broker warrants equal to 6% of the aggregate number of Units sold to subscribers introduced by such finders. Each broker warrant will entitle the holder thereof to acquire one Common Share at an exercise price of $0.65 per Common Share for a period of 24 months from the date of issuance.
Closing of the Offering remains subject to receipt of final approval of the TSX Venture Exchange.
This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including any of the securities in the United States of America. The securities 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 and may not be offered or sold within the United States or to, or for account or benefit of, U.S. Persons (as defined in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws, or an exemption from such registration requirements is available.
All dollar amounts in this news release are expressed in Canadian dollars.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
On behalf of the Company,
Mirco Wojnarowicz
CEO
About Rock Tech Lithium
Rock Tech is enabling the battery age by making the battery industries in Europe and North America more independent and competitive. The Company's goal is to ensure the supply of high-quality, locally produced lithium – supporting a resilient, sustainable, and transparent value chain from mine to battery-grade material.
Rock Tech relies on responsible sourcing, state-of-the-art and proven technologies, and a clear focus on circular economy principles. The Company's lithium converter projects in Guben, Germany (24,000 tonnes LHM per year) and Ontario, Canada (up to 32,000 tonnes LCE per year) form the foundation for a stable and regional supply to the battery and automotive industries. The Guben converter has been recognized as a Strategic Project under the EU Critical Raw Materials Act.
The raw materials for Rock Tech's converter projects are intended to be sourced exclusively from verifiably ESG-compliant suppliers. In Canada, Rock Tech relies, among other sources, on its wholly-owned Georgia Lake Project, which is intended to provide a stable and sustainable supply for the North American market and is being developed in close partnership with local Indigenous communities. By integrating recycled materials, the Company aims to close the local battery loop.
With its facilities, Rock Tech intends to contribute to battery-grade material sovereignty and the achievement of climate targets. The company works in partnership with industry, policymakers, and community groups, and is committed to open communication and the highest environmental standards. With its facilities, Rock Tech makes a central contribution to battery-grade material sovereignty and the achievement of climate targets. The company works in partnership with industry, policymakers, and community groups, and is committed to open communication and the highest environmental standards.
CAUTIONARY NOTE CONCERNING FORWARD-LOOKING INFORMATION
Certain statements contained in this news release constitute "forward-looking information" under applicable securities laws and are referred to herein as "forward-looking statements". All statements, other than statements of historical fact, which address events, results, outcomes or developments that the Company expects to occur are forward-looking statements. When used in this news release, words such as "expects", "anticipates", "plans", "predicts", "believes", "estimates", "intends", "targets", "projects", "forecasts", "may", "will", "should", "would", "could" or negative versions thereof and other similar expressions are intended to identify forward-looking statements.
In particular, this press release contains forward-looking information pertaining to the completion of the Offering, including the anticipated closing of an additional tranche of the Offering; the aggregate gross proceeds expected to be raised under the Offering; the receipt of final acceptance of the Offering and any finder compensation by the TSX Venture Exchange; the payment of finder's fees and issuance of broker warrants in connection with the Offering; the expectations of the Company's management regarding the use of proceeds and the use of the available funds following completion of the Offering; receipt of all necessary approvals for 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.
The forward-looking information in this news release is based on several key assumptions and material factors, including but not limited to, obtaining necessary board, shareholder, and regulatory approvals. Such assumptions include the completion of the additional tranche of the Offering on the anticipated timeline and the receipt of all required regulatory approvals, including the final acceptance of the TSX Venture Exchange. The forward-looking information also assumes favorable market conditions for lithium. Forward-looking statements by their nature are based on assumptions and involve known and unknown risks, uncertainties and other factors which may cause the actual results to differ materially from the forward-looking statements, including general business, economic, competitive, political and social uncertainties; delay or failure to receive regulatory approvals; investor demand; changes in project plans; the risk that the additional tranche of the Offering may not be completed on the anticipated terms or at all; the risk that regulatory approvals may not be obtained on the anticipated timeline or at all; and risks, uncertainties and other factors discussed in the Company's public disclosure documents available under its profile on SEDAR+. No assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur, and the Company cautions the reader not to place undue reliance upon any such forward-looking statements. The Company does not intend, nor does it assume any obligation to update or revise any of the forward-looking statements, whether as a result of new information, changes in assumptions, future events or otherwise, except to the extent required by applicable law.
SOURCE Rock Tech Lithium Inc.
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