(April 25, 2018, Vancouver, B.C., Canada) -- Rokmaster Resources Corp. ("Rokmaster" or the "Company") is pleased to announce it plans to complete up to a $1,200,000 private placement (the "Private Placement") and is proceeding, subject to regulatory approval, with its proposed consolidation (the "Share Consolidation") of its share capital on the basis of five (5) existing common shares for one (1) new common share. The Share Consolidation was approved by shareholders at a special meeting held on April 9, 2018.
Proceeds of the financing will be used to explore and develop the Company's properties and for general corporate purposes.
Currently, a total of 104,873,306 common shares in the capital of the Company are issued and outstanding. Accordingly, once put into effect on the basis of five (5) existing common shares for one (1) new common share, a total of approximately 20,974,661 common shares in the capital of the company would be issued and outstanding, assuming no other change in the issued capital prior to the effective date of the Share Consolidation which is anticipated to be on or about May 1, 2018.
The Company's common shares are expected to begin trading on the TSX Venture Exchange (the "TSXV") on the consolidated basis under the same trading symbol RKR on or about May 1, 2018. The new CUSIP and ISIN numbers for the consolidated shares are 77543A208 and CA77543A2083, respectively. Shareholders who hold their shares through a securities broker or dealer, bank or trust company, will not be required to take any action with respect to the share consolidation. Letters of transmittal will be mailed to the registered holders of the Company's common shares, requesting that they forward their pre-consolidation share certificates to the Company's transfer agent, Computershare Limited, for exchange for new share certificates representing their common shares on a post-consolidation basis. No fractional shares will be issued in connection with the Share Consolidation.
The Share Consolidation will also affect the Company's issued and outstanding stock options and warrants on the effective date of Share Consolidation. At which time, the number, exchange basis or exercise price of all stock options and warrants will be adjusted, as applicable, to reflect the five-for-one Share Consolidation.
Please refer to the management information circular of the Company dated March 5, 2018 for additional details on the Share Consolidation. The circular is available on the Company's profile on SEDAR at www.sedar.com
The Private Placement
Rokmaster plans to raise up to $1,200,000 through the Private Placement, consisting of up to 12,000,000 units at a post Share Consolidation price of $0.10 per unit (the "Units"). Each Unit will consist of one post-consolidation common share of the Company and one-half non-transferable share purchase warrant (a "Warrant"). Each whole Warrant will entitle the holder to purchase one additional share (a "Warrant Share") of the Company for a period of 18 months from the date of closing of the Private Placement at a price of $0.25 per Warrant Share. The Warrants will be subject to an accelerated expiry date, which comes into effect when the trading price of the Company's common shares close at or above $0.30 per share during any 14 consecutive trading day period on the TSX Venture Exchange commencing four months plus one day after the date of issuance. In such an event, the Company will give an expiry acceleration notice (the "Notice") to the Warrant holders and the expiry date of the Warrants will be 30 days from the date of Notice. Finder's fees may be paid in connection with the Private Placement in accordance with the policies of the TSX Venture Exchange.
Should the Private Placement be oversubscribed, the Company reserves the right to accept additional funds, subject to regulatory approval.
The Private Placement will be conditional upon completion of the Share Consolidation and TSX Venture Exchange approval.
About Rokmaster Resources Corp.
Rokmaster is a Vancouver-based mineral exploration company with 100% ownership of the Duncan Lake zinc-lead-silver Project in the prospective Kootenay Region of British Columbia, Canada. For additional information on the Company and its properties, 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.
President & Chief Executive Officer
For further information, contact: John Mirko, 604-632-9602
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 release.
Cautionary Note Regarding Forward-Looking Information
This news release contains forward-looking information within the meaning of the Canadian securities laws. Forward-looking information in this news release includes statements about the Share Consolidation and Private Placement.
In connection with the forward-looking information contained in this news release, Rokmaster has made numerous assumptions regarding, among other things: obtaining TSXV approval. While Rokmaster considers these assumptions to be reasonable, these assumptions are inherently subject to significant uncertainties and contingencies.
Additionally, there are known and unknown risk factors which could cause Rokmaster's actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information contained herein. Known risk factors include, among others: shareholder and regulatory approvals may not be obtained on a timely basis, or at all; the Company may require additional working capital sooner than predicted; the overall economy may deteriorate; uncertainty as to the availability and terms of future financing.
A more complete discussion of the risks and uncertainties facing Rokmaster is disclosed in the Company's continuous disclosure filings with Canadian securities regulatory authorities at www.sedar.com. All forward-looking information herein is qualified in its entirety by this cautionary statement, and Rokmaster disclaims any obligation to revise or update any such forward-looking information or to publicly announce the result of any revisions to any of the forward-looking information contained herein to reflect future results, events or developments, except as required by law.