(July 6, 2015, Vancouver, B.C., Canada) - Rokmaster Resources Corp. ("Rokmaster" or the "Company") is pleased to announce it has entered into an agreement with Kaizen Discovery Inc. ("Kaizen") dated July 3, 2015 (the "Letter Agreement") to facilitate Kaizen's acquisition of the Pinaya Gold/Copper Project in Peru from AM Gold Inc. ("AM Gold").
Under the terms of the Letter Agreement, Rokmaster is to:
- mutually terminate the option agreement between Rokmaster, AM Gold and AM Gold's Peruvian subsidiary, Canper Exploraciones S.A.C. ("Canper") dated July 16, 2012, as amended, along with certain ancillary agreements between Canper and Rokmaster's Peruvian subsidiary (collectively, the "RKR-AMG Agreements");
- transfer its interest in the Pinaya Project back to AM Gold and Canper;
- request the termination of the arbitration proceedings currently underway between Rokmaster and AM Gold and Canper (the "Arbitration Proceedings");
- enter into a settlement agreement and mutual release with AM Gold and Canper in respect of matters related to the RKR-AMG Agreements; and
- transfer to Kaizen, Rokmaster's drill and equipment related to the drill, all of which are currently situated on the Pinaya Project,
for and in consideration to Rokmaster, Kaizen's payment of the sum of Cdn$300,000 and issuance to Rokmaster of 2,000,000 common shares of Kaizen (the "Kaizen Shares"). The Kaizen Shares will be held in escrow and 25% of the Kaizen Shares will be released from escrow on the first trading day following the expiry of the four month hold period associated with the Kaizen Shares, with a further 25% being released every three months thereafter. Kaizen shall have the right, during the 14 days prior to each release date, to arrange the sale of the Kaizen Shares to be released to a buyer nominated by Kaizen, or through a broker nominated by Kaizen, provided that the sale price per share is at least equal to the weighted average price of Kaizen's common shares during the 30 trading day period prior to the release date.
This transaction is subject to Kaizen's completion of its due diligence in respect of the Pinaya Project, and AM Gold's receipt of TSX Venture Exchange and shareholder approval to sell the Pinaya Project to Kaizen. AM Gold advises that such shareholder approval will be sought at a shareholder meeting to be called in late August, 2015.
Rokmaster, AM Gold and Canper have suspended the Arbitration Proceedings pending closing of this transaction.
"We are excited to have entered into this transaction with Kaizen and extremely pleased with the interest demonstrated by them towards the Pinaya Project. With Kaizen's leadership team and unique access to capital through its collaboration with ITOCHU Corporation of Japan, a company listed on the Tokyo Stock Exchange with a market capitalization of approximately $20 billion and specializing in metals and minerals, we believe Kaizen will be able to move the Pinaya Project forward. The transaction with Kaizen also allows Rokmaster to maintain an interest in the Pinaya Project while allowing us to focus on our recent acquisition of an option to purchase a fully permitted and producing copper, gold, silver flotation plant as well as pursue our other endeavors." stated John Mirko, Rokmaster's President and CEO.
About Kaizen Discovery Inc.
Kaizen is a Canadian technology-focused, mineral exploration and development company. Kaizen entered into a collaboration agreement with ITOCHU Corporation of Japan (ticker symbol 8001: Tokyo) in January 2014 and has access to HPX TechCos proprietary geophysical Typhoon technology under a dedicated services agreement. Kaizen's long-term growth strategy is to work with Japanese entities to identify, explore and develop high-quality mineral projects that have the potential to produce and deliver minerals to Japan's industrial sector.
For additional information on the Company and its projects in English and Spanish, please visit the Company's website www.rokmaster.com or call (604) 632-9602.
On behalf of the Board of Directors of
ROKMASTER RESOURCES CORP.
John Mirko, President & Chief Executive Officer
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) nor any other regulatory authority accepts responsibility for the adequacy or accuracy of this release.
CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS:
Information set forth in this news release in respect of the agreement between Kaizen and Rokmaster contains forward-looking information that is based on assumptions as of the date of this news release. This forward-looking information reflects management's current estimates, beliefs, intentions and expectations. They are not guarantees of future performance. Rokmaster cautions that all forward-looking information is inherently uncertain and that actual performance may be affected by a number of material factors, many of which are beyond Rokmaster's control. Such factors include, among other things: risks and uncertainties relating to whether or not AM Gold's shareholders will approve the disposition of the Pinaya Project to Kaizen, the successful completion of Kaizen's due diligence review of the Pinaya Project and the receipt of regulatory approval of the sale of the Pinaya Project to Kaizen. Accordingly, actual and future events, conditions and results may differ materially from the estimates, beliefs, intentions and expectations expressed or implied in the forward-looking information. Except as required under applicable securities legislation, Rokmaster undertakes no obligation to publicly update or revise forward-looking information. For more information on Rokmaster, investors should review the filings that are available at www.sedar.com.