Rock Tech to Hold Annual General and Special Meeting on July 3, 2013
The Company's Board of Directors believes that it is in the interest of Shareholders of the Company for the Board of Directors to have the authority to implement a Share Consolidation. The Board believes that the current issued capital structure is too large for the growth strategy of the Company and is adversely impacting the marketability of its Common Shares and the ability of the Company to complete financings. The Board believes that a Share Consolidation will increase the Company's flexibility and competitiveness in the market place and make the Company's securities more attractive to a wider audience of potential investors, thereby resulting in a more efficient market for the Common Shares.
The Board proposes to reduce the number of Common Shares on the basis of one (1) post-consolidation Share for every ten (10) pre-consolidated Common Shares, or such lesser consolidation ratio (but not less than five (5) pre-consolidated shares) as may be approved by the Board of Directors and accepted by the Exchange (the "Consolidation Ratio").
No fractional Common Shares of the Company will be issued if, as a result of the Share Consolidation, a registered Shareholder would otherwise be entitled to a fractional share. Instead, any fractional Common Shares resulting from the Share Consolidation will be rounded down to the nearest whole share if the fraction is less than one-half of a share and will be rounded up to the nearest whole share if the fraction is at least one-half of a share.
As of the date of this news release, the Company has 99,845,108 Common Shares issued and outstanding. After the Share Consolidation, the Company will have between 9,984,511 and 19,969,022 Common Shares issued and outstanding, depending on the final Consolidation Ratio approved by the Board of Directors and accepted by the Exchange.
In general, the Share Consolidation will not be considered to result in a disposition of Common Shares by Shareholders. The Share Consolidation is subject to shareholder approval and to Exchange acceptance.
The Company is not planning a name change in conjunction with the Share Consolidation.
On behalf of the Board of Directors,
"Afzaal Pirzada"
Afzaal Pirzada, P.Geo.
Director, Vice President of Exploration and interim CEO
For more information, please contact:
Brad Barnett
Vice President of Corporate Finance and Development
Rock Tech Lithium Inc.
789 West Pender Street, Suite 1205
Vancouver, B.C., V6C 1H2
Telephone: (604) 688-1140
Facsimile: (604) 688-1173
Email: bbarnett@rocktechlithium.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 press release. This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction.
All statements, trend analysis and other information contained in this press release relative to markets about anticipated future events or results constitute forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as "seek", "anticipate", "believe", "plan", "estimate", "expect" and "intend" and statements that an event or result "may", "will", "should", "could" or "might" occur or be achieved and other similar expressions. Forward-looking statements are subject to business and economic risks and uncertainties and other factors that could cause actual results of operations to differ materially from those contained in the forward-looking statements. Forward-looking statements are based on estimates and opinions of management at the date the statements are made. The Company does not undertake any obligation to update forward-looking statements even if circumstances or management's estimates or opinions should change. Investors should not place undue reliance on forward-looking statements.