Rock Tech Lithium Announces Offering of up to $7.5 Million

Rhea-AI Summary

Rock Tech Lithium (OTCQX: RCKTF) has announced a private placement offering of units at $0.90 per unit, having secured irrevocable subscription agreements for $4.8 million. Each unit includes one common share and one warrant exercisable at $1.17 with a three-year term.

The company plans to raise up to $7.5 million through a combination of brokered and non-brokered offerings, with potential to upsize to $10 million based on investor demand. The offerings are expected to close around September 3, 2025. Proceeds will fund the advancement of the Guben Converter project and general corporate purposes.

Rock Tech's strategic focus includes developing lithium hydroxide converter projects in Guben, Germany (24,000 tonnes LHM/year) and Ontario, Canada (up to 36,000 tonnes LCE/year), aimed at strengthening the battery supply chain in Europe and North America.

Positive

• Secured $4.8 million in irrevocable subscription agreements
• Potential to upsize offering from $7.5 million to $10 million based on demand
• Strategic recognition of Guben converter under EU Critical Raw Materials Act
• Diversified production capacity with 24,000 tonnes LHM/year in Germany and 36,000 tonnes LCE/year in Canada

Negative

• Potential dilution for existing shareholders through new unit offering
• Warrants at $1.17 could create additional future dilution
• Dependent on regulatory approvals for offering completion
• Project execution risks for converter facilities in Germany and Canada

/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/

TORONTO, Aug. 29, 2025 /PRNewswire/ - Rock Tech Lithium Inc. (TSXV: RCK) (OTCQX: RCKTF) (FWB: RJIB) (WKN: A1XF0V) (the "Company" or "Rock Tech") is pleased to announce that it has received irrevocable subscription agreements for aggregate gross proceeds of $4.8 million pursuant to a brokered (the "Brokered Offering") and non-brokered (the "Non-Brokered Offering") private placement offering of units of the Company at a price of $0.90 per unit (the "Units").

Maxim Group LLC ("Maxim") acted as sole placement agent in connection with the Brokered Offering.

Each Unit will consist of one common share of the Company and one common share purchase warrant of the Company (a "Warrant"). Each Warrant will be exercisable immediately upon issuance to purchase one common share of the Company at an exercise price of $1.17, and will expire on the three year anniversary of the original issuance date. The Units under the Brokered Offering and Non-Brokered Offering are being offered to selected investors outside of Canada pursuant to Section 2.3 of Ontario Securities Commission Rule 72-503 – Distributions Outside of Canada. 

The Brokered Offering and the Non-Brokered Offering are expected to close on or about September 3, 2025 and may close in one or more tranches.

Additionally, the Company intends to offer up to 2,975,111 Units for aggregate gross proceeds of up to $2.678 million, on a non-brokered basis, to (i) select purchasers resident in Canada (other than the province of Québec) subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 – Prospectus Exemptions ("NI 45-106") pursuant to Part 5A of NI 45-106 (the "Listed Issuer Financing Exemption"), as amended by Coordinated Blanket Order 45-935 – Exemptions from Certain Conditions of the Listed Issuer Financing Exemption (the "LIFE Offering", together with the Brokered Offering and the Non-Brokered Offering, the "Offering") and (ii) select offshore institutional investors in connection with the Non-Brokered Offering. The Company has engaged Research Capital Corporation as a finder in connection with the LIFE Offering. The LIFE Offering is expected to close on or about September 3, 2025, or such other date or dates as the Company may determine.

The Company may upsize the Offering by an additional $2.5 million, subject to investor demand, for aggregate gross proceeds of up to $10 million. The Company intends to use the net proceeds raised from the Offering to fund the advancement of the Guben Converter and for general corporate and working capital purposes.

The Company has filed on its SEDAR+ profile contemporaneously herewith an offering document pursuant to Form 45-106F19 in connection with the LIFE Offering (the "LIFE Offering Document") in accordance with the Listed Issuer Financing Exemption. The LIFE Offering Document can be accessed under the Company's profile at www.sedarplus.ca and on the Company's website at https://rocktechlithium.com/. Prospective investors in the LIFE Offering should read the LIFE Offering Document before making an investment decision.

Closing of the Offering is subject to certain conditions including, but not limited to, receipt of all necessary approvals, including the conditional approval of the TSX Venture Exchange. Closing of the Non-Brokered Offering and the LIFE Offering are not conditional upon closing of the Brokered Offering. The Units issuable pursuant to the Listed Issuer Financing Exemption are expected to be immediately freely tradeable and will not be subject to a hold period under applicable Canadian securities laws.

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.

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 hydroxide converter projects in Guben, Germany (24,000 tonnes LHM per year) and Ontario, Canada (up to 36,000 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 sourced exclusively from verifiably ESG-compliant suppliers. In Canada, Rock Tech relies, among other sources, on its wholly owned Georgia Lake Project, which ensures a stable and sustainable supply for the North American market and is being developed in close partnership with local First Nations communities. By integrating recycled materials, the company aims to close the local battery loop.

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 expectations of the Company's management regarding the use of proceeds and the use of the available funds following completion of the Brokered Offering, the Non-Brokered Offering, and/or the LIFE Offering; completion of the Brokered Offering, the Non-Brokered Offering, and/or the LIFE Offering and the date(s) of such completion; receipt of all necessary approvals for the Brokered Offering, the Non-Brokered Offering, and/or the LIFE 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. 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; inability to complete the Brokered Offering, the Non-Brokered Offering, and/or the LIFE Offering; delay or failure to close the Brokered Offering, the Non-Brokered Offering, and/or the LIFE Offering; changes in project plans; 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.

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SOURCE Rock Tech Lithium Inc.

FAQ

What is the size of Rock Tech Lithium's (RCKTF) new offering in 2025?

Rock Tech Lithium has announced an offering of up to $7.5 million, with potential to upsize to $10 million based on investor demand. The company has already secured $4.8 million in irrevocable subscription agreements.

What are the terms of Rock Tech Lithium's 2025 unit offering?

Each unit is priced at $0.90 and consists of one common share plus one warrant exercisable at $1.17 for three years from issuance.

How will Rock Tech Lithium use the proceeds from its 2025 offering?

The proceeds will be used to fund the advancement of the Guben Converter project and for general corporate and working capital purposes.

What is Rock Tech Lithium's production capacity for its converter projects?

Rock Tech's converter projects include 24,000 tonnes LHM per year in Guben, Germany, and up to 36,000 tonnes LCE per year in Ontario, Canada.

When is Rock Tech's offering expected to close?

The offerings are expected to close on or about September 3, 2025, potentially in multiple tranches.