adminrock Tech Lithium Inc. has announced that, further to its letter of intent with Brainworks Capital Management, it has signed a Share Purchase Agreement to purchase all of the issued and outstanding shares of Brainworks.
The transaction is intended to take the form of a corporate combination whereby, subject to regulatory and shareholder approval, Rock Tech will acquire all of the issued and outstanding shares of Brainworks in exchange for common shares in the capital of Rock Tech. The Transaction will constitute a reverse takeover pursuant to the policies of the TSX Venture Exchange.
Rock Tech currently has an issued and outstanding share capital of 99 845 108 common shares. Prior to the closing of the transaction, this outstanding share capital will be consolidated on the basis of ten old shares for one new share, resulting in 9 984 511 common shares. The aggregate consideration for the Brainworks shares will be satisfied by the issuance of 240 962 435 post-consolidation shares of Rock Tech at a deemed price of CAD$0,20 per share, for an aggregate purchase price of CAD$48,2 million on the basis of one Rock Tech share for each two Brainworks shares.
In connection with the RTO, Rock Tech will complete a non-brokered private placement of debt or equity for at least CAD$500 000 at a price or conversion price of not less than CAD$0,20 per post-consolidation share. The parties are currently negotiating the final terms of the financing and the company will announce further details once they have been finalised.
The proceeds of the financing will be used to meet existing commitments. Any securities issued in connection with this financing will be subject to four month statutory hold.
Completion of the transaction is subject to a number of conditions, including TSX Venture Exchange acceptance and shareholder approval. The transaction cannot close until the required shareholder approvals are obtained. There can be no assurance that the transaction will be completed as proposed or at all.
In connection with the transaction, a finder’s fee of 2 percent of the total transaction value will be payable in shares of Rock Tech to BTI International Limited.
The group said trading in the common shares of Rock Tech will remain halted pending further filings with the exchange. Additional information will be provided in subsequent news releases and prior to any resumption in trading.
On closing, the certain officers and certain directors of Rock Tech will resign and the board of directors of Rock Tech will be reconstituted. Details on the constitution of the new board and management will be released once finalised. — FinX.
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