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Rock Tech Announces Closing of Non-Brokered Private Placement

Toronto, Ontario, Canada

Rock Tech Lithium Inc. is pleased to announce the closing of its previously announced non-brokered private placement of units. Pursuant to the Offering, the Company issued an aggregate of 4,478,754 Units at a price $1.30 per Unit for aggregate gross proceeds of approximately $5.8 million.

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”, and together with the Units and the Unit Shares, the “Securities”). Each Warrant entitles the holder thereof to purchase one Common Share (a “Warrant Share”) at an exercise price of $1.69 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.

Rock Tech intends to use the proceeds of the Offering to finance the continued development of the Company’s Georgia Lake lithium project in Ontario, Canada (the „Georgia Lake Project“), including planned consolidation of adjacent properties/areas, for the development of the Company’s converter project in Canada and for general corporate purposes (including expenses incurred by the Company in connection with the Offering).

“We are pleased to close the Offering with the investments from our stakeholders. We appreciate the continued support as we execute our business plan. We plan to continue discussions with strategic and financial investors to explore potential opportunities for investments directly at the project level, including the Company’s converter projects in Germany and Canada and the Georgia Lake Project.”, stated Dirk Harbecke, Chairman and CEO of the Company.

The Unit Shares and the Warrants are subject to a four month hold period, expiring on April 30, 2024, in accordance with applicable Canadian securities laws and the rules of the TSX-V, as are any Warrant Shares issued on exercise of Warrants prior to the expiry of such hold period.

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.

The Unit Shares and Warrant Shares have been conditionally accepted for listing on the TSX-V, which is subject to the final acceptance of the TSX-V.

See the Company’s press releases dated October 24, 2023 and December 8, 2023 for additional details regarding the Offering.

All dollar amounts in this news release are expressed in Canadian dollars.