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Rock Tech Announces Extension and Amended Terms of Non-Brokered Private Placement

Toronto, Ontario, Canada

Rock Tech Lithium Inc. announces that it has received a 30-day extension from the TSX Venture Exchange to complete its non-brokered private placement of up to 7,692,307 units at $1.30 per unit for aggregate gross proceeds of up to approximately $10 million, as previously announced on October 24, 2023.

The extension will provide sufficient time for certain subscribers to complete all necessary documentation and requirements for the Company to accept their subscriptions. Pursuant to the extension, the Company has until January 7, 2024 to complete the Offering; however, the Company expects to close the Offering on or about December 15, 2023.

The Company also announces that it is amending the terms of the Offering. Pursuant to the amended terms, the expiry date of the Warrants (as defined below) will be extended to 36 months following the date of issuance.

Each Unit will consist 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.

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

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. For additional details regarding the Offering, please refer to the Company’s press release dated October 24, 2023.

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