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Rock Tech Signs Share Purchase Agreement with Brainworks Capital Management (Private) Limited


By Accesswire

Vancouver, British Columbia, Canada, November 28, 2013 Rock Tech Lithium Inc. (TSX-V: RCK; Frankfurt: RJIA) (the "Company" or "Rock Tech") announces that, further to its letter of intent ("LOI") with Brainworks Capital Management (Private) Limited ("Brainworks"), a company incorporated in Zimbabwe, it has signed a Share Purchase Agreement to purchase all of the issued and outstanding shares of Brainworks (the "Transaction").

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 ("RTO") pursuant to the policies of the TSX Venture Exchange (the "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 (10) old shares for one (1) 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 (1) Rock Tech share for each two (2) Brainworks shares.

The parties to the Transaction are at arm’s length. Following the completion of the Transaction, it is anticipated that the Resulting Issuer will be a Tier 1 Issuer on the TSX Venture Exchange and will carry on the business of private equity investment and advisory services.

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 finalized. 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% of the total Transaction value will be payable in shares of Rock Tech to BTI International Limited.

Investors are cautioned that, except as disclosed in the disclosure document to be prepared in connection with the Transaction, any information released or received with respect to the reverse takeover may not be accurate or complete and should not be relied upon. Trading in the securities of Rock Tech Lithium Inc. should be considered highly speculative.

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 finalized.

The TSX Venture Exchange has in no way verified the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

About Rock Tech Lithium Inc.

Rock Tech is a Canadian exploration company focused on developing its lithium and graphite projects located in Canada. In 2009, the Company acquired the Georgia Lake lithium property located near Thunder Bay, Ontario. Since acquiring the property, the Company has completed over 12,000 metres of drilling, conducted metallurgical testing and confirmed a significant portion of the historic resource estimate to NI 43-101 standards. In 2012, the Company entered into an option agreement to acquire a 100% interest in the Lochaber graphite property near Gatineau, Quebec. Since acquiring the property, the Company completed geophysical surveys, over 7,000 metres of drilling and has begun initial metallurgical testing. In May, 2013, based on the results of exploration activities, the Company exercised its option to acquire 100% of the Lochaber graphite property.

About Brainworks Capital Management (Private) Limited

Brainworks is Zimbabwe’s pre-eminent private equity investment and advisory company primarily focused on investing in the financial services, mining, tourism, real estate and energy sectors in the Republic of Zimbabwe. Brainworks, through the companies in its investment portfolio, currently offers a range of banking and consumer finance products. In its energy portfolio, Brainworks is active in petroleum products logistics and bulk trading markets, while in its tourism and real estate portfolio it is active in the hotel operating and real estate business. Brainworks is also involved in gold mining activities through properties in Zimbabwe which are currently undergoing exploration. As at June 30, 2013, Brainworks had total assets of approximately US$ 39.1 million, of which US$ 3.8 million was cash, while its total invested capital or equity was US$26.9 million. Upon the Completion Date of the Transaction, the Resulting Issuer will be involved in the investment sector. Brainworks currently has 481,924,869 shares issued and outstanding and no other classes of shares or convertible securities have been issued. Brainworks has thirty shareholders of which none hold a controlling interest.

The technical information contained in this news release has been reviewed by Afzaal Pirzada, P.Geo., Vice President, Exploration and interim CEO of the Company and a Qualified Person as defined in NI 43-101.

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


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 except as required by applicable laws. Investors should not place undue reliance on forward-looking statements.