Vancouver, Canada
Rock Tech Lithium Inc. is pleased to announce the closing of the second and final tranche of its previously announced brokered offering of units of Rock Tech on a private placement basis to certain U.S. and international investors. In connection with closing of the second tranche of the Offering, the Company issued an aggregate of 331,429 Units for aggregate gross proceeds of approximately U.S.$1.4 million (or approximately C$1.8 million) – based on the C$/U.S.$ exchange rate of $1.2708 as of January 4, 2022. Combined with the first tranche of the Offering, which closed on December 30, 2021, the Company issued an aggregate of 9,761,905 Units pursuant to the Offering at a price of U.S.$4.20 per Unit, for aggregate gross proceeds of approximately U.S.$41.0 million.
Each Unit consists of one common share in the capital of Rock Tech and one common share purchase warrant of Rock Tech . Each Warrant entitles the holder thereof to purchase one Common Share at an exercise price of C$6.77 per Warrant Share for a period of 30 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 acceleration and adjustment in certain circumstances.
Offering Details
Rock Tech intends to use the net proceeds of the Offering to finance the construction of the Company’s proposed high grade lithium hydroxide converter and refinery facility in Guben, Germany, to fund the continued exploration and development of the Company’s Georgia Lake lithium project in Ontario, Canada and for general corporate purposes. See the Company’s press release dated December 20, 2021 for additional details regarding the anticipated use of the proceeds of the Offering, including the allocation thereof.
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 Venture Exchange, which expire four months and one day following the date of issuance thereof, as will any Warrant Shares issued on exercise of Warrants prior to the expiry of such hold periods.
The Securities issued and sold pursuant to the Offering have not been, and will not be, registered under the United States Securities Act of 1933, as amended, 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. Unless the resale is registered under the U.S. Securities Act, holders of the Securities may not trade them in the United States pursuant to Rule 144 under the U.S. Securities Act until the date that is one year from (i) the date of issuance (in the case of the Unit Shares and the Warrants), and (ii) the date of exercise of the Warrant (in the case of the Warrant Shares).
Evercore Group L.L.C. acted as the exclusive placement agent for the Offering, outside of Canada with only investors outside of Canada eligible to participate, on a reasonable efforts basis, and will receive compensation of U.S.$1.0 million in connection with its services relating to the Offering.
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 December 20, 2021, December 23, 2021 and December 30, 2021 for additional details regarding the Offering.
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