NEWSROCK TECH ANNOUNCES $5.3 MILLION FINANCING WITH MACKIE RESEARCH CAPITAL CORPORATION AND GERMAN BASED, SILVIA QUANDT & CIE. AG
(via Thenewswire.ca)
Vancouver, BC, Canada - April 6, 2011 - Rock Tech Lithium Inc. (the "Company") (TSX-Venture: RCK, Frankfurt: RJIA and Pinksheets: RCKTF) is pleased to announce that it has entered into an engagement with Mackie Research Capital Corporation, and German-based, Silvia Quandt & Cie. AG, acting as a tight agent for German-based biw Bank, whereby they have agreed to act as co-lead agents (the "Agents"), to offer for sale, on a best efforts private placement basis of gross proceeds up to $5,300,000 (the "Offering"). The Offering will consist of up to $3,500,000 non-flow-through units of the Company (the "Units"), at a price of
.25 per unit, and of up to $1,800,000 flow-through units of the Company (the "Flow-Through Units") at a price of
.30 per unit.
Each non-flow-through unit will consist of one non-flow-through common share of the Company and one half of one share purchase warrant. Each flow-through unit will consist of one flow-through common share and one half of one share purchase warrant. Each full warrant will entitle the holder to purchase an additional non-flow-through common share at a price of
.60 per share for a period of 24 months from the date of closing.
The Company has granted to the Agents, an over-allotment option to purchase up to an additional 2,100,000 non-flow-through units and 900,000 flow-through units, exercisable at any time up to 48 hours prior to the closing of the offering.
In consideration for their services, the Agents will receive a cash commission of 7.0% of the gross proceeds of the Offering. In addition, the Agents will receive non-transferable compensation options (the "Compensation Options") entitling the holders to acquire that number of non-flow-through units equal to 7.0% of the number of Units and Flow-Through Units sold under the private placement, exercisable at
.30 per Compensation Option, for a period of 24 months from the date of closing.
The closing of the private placement is subject to regulatory approval including that of the TSX Venture Exchange. All securities issued will be subject to a four month hold period.
The proceeds of the private placement will be used for the further exploration and development of the Company's Georgia Lake Project (NW Ontario), Kapiwak Project (James Bay Region, Quebec) and Lacorne Project (Val d'Or Region, Quebec) and working capital purposes. More specifically, Rock Tech will allocate majority of the capital resources for the next phase of the exploration program at Georgia Lake, advancing the project beyond its independent NI43-101 resource estimate that it expects to receive from Caracle Creek Consulting International at the end of June 2011. The next phase will entail a drill program to update the anticipated NI43-101 resource and to commence a Pre-Feasibility Study by December 2011.
This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities in the United States or in any other jurisdiction. The securities have not been, nor will they be, registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities act"), and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements.
ON BEHALF OF THE BOARD OF DIRECTORS
"Eunho Lee"
Eunho Lee
Director, President and CEO
For more information, please contact:
Eunho Lee
Director, President and CEO
Rock Tech Lithium Inc.
789 West Pender Street, Suite 1205 | Vancouver, B.C., V6C 1H2
Telephone: (604) 688-1140 | Facsimile: (604) 688-1173
Email: info@rocktechlithium.com|www.rocktecklithium.com
Disclaimer and Cautionary Statement Regarding Forward-Looking Information
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Statements included in this announcement, including statements concerning our plans, intentions and expectations, which are not historical in nature are intended to be, and are hereby identified as, "forward-looking statements". Forward-looking statements may be identified by words including "anticipates", "believes", "intends", "estimates", "expects" and similar expressions. The Company cautions readers that forward-looking statements, including without limitation those relating to the Company's future operations and business prospects, are subject to certain risks and uncertainties that could cause actual results to differ materially from those indicated in the forward-looking statements.
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