- The parties will establish a European joint-venture that
controls Rock Tech's Guben Converter in Germany, as well as Arcore's Lopare project in
Bosnia-Herzegovina.
- The business combination will cover the entire value chain from
mine to battery-grade Lithium products.
- This fully integrated supply chain will ensure a reliable
battery materials supply for Europe, create operational synergies, lower
costs and substantially enhance international
competitiveness.
- The binding Business Combination Agreement has been signed on
February 19, 2025. Rock Tech will
hold 75% control of the newly created company. Closing is targeted
for Q2/2025.
TORONTO, Feb. 20,
2025 /CNW/ - Rock Tech Lithium Inc. (TSXV: RCK)
(OTCQX: RCKTF) (FSE: RJIB) ("Rock Tech" or "the Company") is
pleased to announce the signing of a binding Business Combination
Agreement (BCA) to form a business combination with Arcore AG
("Arcore"), an arm's length Swiss-based mining company. The goal is
to establish a fully integrated Lithium supply chain in
Europe, reducing dependence on
other regions for critical battery raw materials. Lithium is an
essential mineral for the energy transition, and demand in
Europe is expected to triple by
2030, driven by the increasing need for batteries in electric
vehicles (EVs) and energy storage systems as estimated by McKinsey
& Company's Battery Insight Demand Model.
Dirk Harbecke, Rock Tech CEO
& Chairman, comments: "Strong European supply chains
are essential to secure the regions' strategic autonomy, promote
industrial competitiveness and enable the transformation to a
climate-neutral economy. Europe is
currently heavily dependent on imports of critical raw materials
such as lithium. This is an important step for Rock Tech to become
the European leader in battery raw materials supply."
Jeff Stone, Interim CEO Arcore,
states: "Caring for this exceptionally vital asset of the
Republic of Srpska is a fiduciary duty that we assume with the
utmost responsibility. It is with that responsibility in mind
that we formally submit our concession application. It is a
privilege for Arcore alongside Rock Tech to play a defining role in
the creation of an independent European supply chain of critical
metals."
Vladimir Rudic, Managing Director
of Arcore Doo in Bosnia-Herzegovina, adds: "The Lopare
project, thanks to our collaboration and association with Rock
Tech, and their cutting-edge technological innovations, will be the
standard bearer of new trends in the development of sustainable
mining in this traditional mining region."
Formation of NewCo
Rock Tech and Arcore will establish a new European entity
(NewCo). Upon Closing, it is intended that (i) Rock Tech will
contribute the shares of its wholly owned subsidiary Rock Tech
Guben GmbH to NewCo and will hold shares in NewCo representing 75%
of NewCo's registered share capital, and that (ii) ARCORE will
contribute the shares of its wholly owned subsidiary AR CORE d.o.o
to NewCo and hold shares representing 25% of NewCo's registered
share capital.
The core assets of NewCo will include Rock Tech's fully
permitted Lithium converter in Guben, Germany, and Arcore's lithium-boron-magnesium
mining project in Lopare, Bosnia-Herzegovina. It is envisioned that the
Lopare project will deliver Lithium Sulphate feedstock (produced at
site) to the Guben Converter from 2030 onwards; in addition to the
already secured spodumene supply from contracted partners.
Utilizing Lithium Sulphate as future feedstock is a key step in
establishing a circular Lithium economy and reducing production
costs significantly. This approach aligns with Rock Tech's
recycling flowsheet, for which Lithium Sulphate from black mass
recycling is used and subsequently refined into battery-grade
Lithium hydroxide at Rock Tech's converters. By processing Lithium
raw material to Lithium Sulphate at-site in Lopare an important
value-adding step will remain in-country.
As leading partner of the NewCo, Rock Tech will engage closely
with the local communities as part of the permitting process,
leveraging its expertise gained from developing its Georgia Lake lithium project in Canada. The Arcore deposit will be developed
in cooperation with local stakeholders and in compliance with the
strictest environmental, social, and governance (ESG) standards.
The company plans to obtain certification under the Initiative for
Responsible Mining Assurance (IRMA) standard.
The Projects
Guben Lithium Converter
The centerpiece of Rock Tech's European activities is its
planned Lithium-Hydroxide Monohydrate ("LHM") Converter in the
Brandenburg battery cluster, designed to produce battery-grade LHM
for up to 500,000 electric vehicles per year. The project is
currently in its final financing phase, with all relevant
construction, environmental and operation permits and engineering
studies completed. The state of Brandenburg supports the project
due to its high strategic relevance. Engineering and project
management firm Worley Ltd. has been selected as the EPCM provider
for the Guben Converter, and LHM offtake agreements as well
feedstock supply have been secured.
Lopare Lithium Project
Arcore's mineral deposit in the Lopare region of Bosnia-Herzegovina has the potential to become
one of the largest lithium mines in Europe with estimated 600.000 tonnes of
Lithium Carbonate Equivalent (LCE). According to the CSA Global
Mineral Resource Estimate (MRE), the deposit contains an indicated
resource of 426Mt grading 561ppm
Li2O and 0.95% B2O3 and an
inferred resource of 864Mt grading 579ppm Li2O and 0.67%
B2O3, respectively. Beyond lithium and boron,
the deposit contains significant concentrations of other valuable
minerals. Internal estimates indicate that within the resource
area, the material contains an average of 9.41% MgO, 2.3% K₂O, and
10.82% Al₂O₃. While these elements are not included in the reported
Mineral Resource Estimate, they highlight the broader economic
potential of the deposit.
CSA Global Mining Industry Consultants, an ERM Group Company,
completed a Mineral Resource Estimate titled
"Lopare-Boron-Lithium-Project" as finalized on November 30 2022 with report number R268.2022.
The Mineral Resource Estimate is summarized below in Table 1. Note,
Arcore AG being a privately-owned Switzerland-based lithium mining company opted
to adhere to Australian JORC Code 2012 guidelines, meaning that
such mineral resource estimate may not align fully with the
reporting requirements of Canada's
National Instrument 43-101.
The Lopare deposit remains highly prospective, with significant
potential to expand the existing resource through additional
exploration and technical studies. While elements such as MgO, K₂O,
and Al₂O₃ are not currently included in the Mineral Resource
Estimate, ongoing geometallurgical and mineralogical studies will
further assess their economic significance. Moreover, exploration
beyond the defined Mineral Resource suggests geological continuity,
with a significant exploration target. This exploration target
highlights the opportunity for further resource growth and
optimization through future drilling programs and study work.
Following the successful completion of the exploration phase,
the project has now applied for a Mining Concession. The first
important step in the new joint venture will be the finalization of
the pre-feasibility study to further assess the technical scope and
quantify the economic benefits of the project. In addition to
developing possible mining and processing methods, this study will
comprehensively examine the environmental and social compatibility
of the project. The study will be carried out by an internationally
experienced engineering consultancy company.
With this joint venture, Rock Tech and Arcore are taking a
significant step toward securing a sustainable, efficient, and
competitive lithium supply chain in Europe, reinforcing the continent's battery
industry and energy transition goals.
-----
SCIENTIFIC AND TECHNICAL DISCLOSURE The scientific and technical
disclosure included in this news release has been reviewed and
approved by Cameron Andrews, P.Eng,
General Manager Georgia Lake Project, a Qualified Person under
National Instrument 43-101 Standards of Disclosure of Mineral
Projects.
CLOSING CONDITIONS The completion of this transaction remains
subject to the fulfillment of all customary closing conditions,
including but not limited to regulatory approvals, and compliance
with applicable legal and tax requirements.
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.
There are no finders' fees associated with this transaction.
ABOUT ROCK TECH
Rock Tech's vision is to supply the electric vehicle and battery
industry with sustainable, locally produced Lithium, targeting a
100% recycling rate. To ensure resilient supply chains, the company
plans to build Lithium converters at the doorstep of its customers,
beginning with the Company's proposed Lithium-Hydroxide Converter
in Guben, Brandenburg, Germany.
Rock Tech Lithium plans to source spodumene from its own
Georgia Lake project in the Thunder
Bay Mining District of Ontario,
Canada, and procure from other ESG-compliant mines,
including sourcing intermediary Lithium products. Ultimately, Rock
Tech's goal is to create a closed-loop Lithium production system.
Rock Tech has gathered one of the strongest teams in the industry
to close the most pressing gap in the clean mobility story. The
Company has adopted strict environmental, social and governance
standards and is developing a proprietary refining process to
increase efficiency and sustainability further. Rock Tech Lithium
Inc, 2400-333 Bay Street, Toronto ON M5H 2T6, CAN.
ABOUT ARCORE AG
Arcore is a privately-owned Switzerland-based lithium mining company with
extensive lithium resources and a commitment to environmental and
safety standards while seeking to accelerate Europe's energy transition reliably.
https://arcore.ch/ Arcore AG, Steinhauserstr. 74, 6300 Zug,
Switzerland.
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 expectations or predictions concerning the establishment of the
joint venture company, the regulatory approvals, fulfilment of
closing conditions, and/or about the mineral resource or reserve or
outcome and proof of the expected potential of the Lopare Lithium
project, the Company's and/or Arcore's intentions with respect to
the development and timing thereof and statements regarding further
exploration activities future plans, activities and schedules
relating to such projects and related development including the
design and features of the Guben Converter and/or the Lopare
Lithium project, as well as the potential of the Lopare Lithium
project and the expected costs, capital expenditures, timing and
outcomes thereof; statements regarding the Company's future plans,
estimates, and schedules relating to the joint venture company, the
Guben Converter and/or the Lopare Lithium project, including the
anticipated timing of future activities taken in support of the
development thereof; Rock Tech's potential financing
arrangements; the expected economic performance of the Guben
Converter and/or the Lopare Lithium project and anticipated
production of battery-grade Lithium Hydroxide and related
processing methods employed and the exploration of the Lopare
deposit; the estimated capital and operating costs of the Guben
Converter and/or the Lopare Lithium project; the anticipated timing
and outcomes of a final investment decision and regulatory
approvals,construction activities and commissioning of the Guben
Converter; the anticipated timing and outcome of the
pre-feasibility study of the Lopare Lithium project; statements
regarding the Company's sustainability and ESG related goals and
strategy, including the benefits and achievement thereof and future
actions taken by the Company in relation thereto; expected
regulatory processes and final outcomes, permits and mining
concessions; expectations regarding the electric vehicle industry,
including the demand for and pricing of battery-grade Lithium
Hydroxide and the benefits therefrom, expectations regarding the
exploration targets and future drilling programs and the
development of political and regulatory frameworks especially in
Germany, Bosnia-Herzegovina and the European Union;
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. 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 the risks, uncertainties and
other factors discussed in the Company's most recent management's
discussion and analysis and annual information form filed with the
applicable securities regulators. 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.
