News Releases

(Vancouver, British Columbia – July 12, 2023) – Rokmaster Resources Corp. (TSX: RKR) (OTCQB: RKMSF) (FSE: 1RR1) (“Rokmaster” or the “Company”) is pleased to announce a non-brokered private placement financing of up to 8,000,000 units at a price of $0.05 per unit (a “Unit”) for gross proceeds of up to $400,000 (the “Private Placement”). Each Unit consists of one common share of the Company (a “Share”) and one-half non-transferable share purchase warrant (a “Warrant”). Each Warrant is exercisable to purchase one additional common share of the Company (a “Warrant Share”) for a period of one year from the date of closing of the Private Placement at an exercise price of $0.09 per Warrant.

The Warrants are subject to an accelerated expiry date, which comes into effect when the trading price on the TSX Venture Exchange of the Company’s common shares closes at or above $0.15 per share for a period of 10 consecutive trading days commencing four months plus one day after the date of closing. In such event, the Company may, at its option, accelerate the expiry date of the Warrants by issuing a press release (the “Notice”) to the Warrant holders and in such case, the expiry date of the Warrants will be 30 days from the date of the Notice.

Proceeds from the Private Placement will be used to fund the Company’s projects and for general working capital purposes. The Company reserves the right to accept additional funds, subject to regulatory approval, should the Private Placement be oversubscribed.

Directors and officers of the Company may acquire securities under the Private Placement, which participation would be considered to be a “related party transaction” as defined under Multilateral Instrument 61-101 (“MI 61-101”). Such participation is expected to be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101.

The Private Placement is subject to TSX Venture Exchange approval. All shares issued pursuant to this offering and any shares issued pursuant to the exercise of warrants will be subject to a four-month and one day hold period from the closing date.

For more information, please contact Mr. John Mirko, CEO of Rokmaster Resources, jmirko@rokmaster.com, Ph. 1-604-290-4647 or the Company’s website: www.rokmaster.com

For shareholder information please contact: Mike Kordysz, mkordysz@rokmaster.com, Ph. +1 (604) 319-3171

On Behalf of the Board of Directors of

Rokmaster Resources Corp.

John Mirko,
President & Chief Executive Officer.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term in defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this press release.

CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS: This news release may contain forward-looking information within the meaning of applicable securities laws (“forward-looking statements”). Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words “expects,” “plans,” “anticipates,” “believes,” “intends,” “estimates,” ‘projects,” “potential” and similar expressions, or that events or conditions “will,” “would,” “may,” “could” or “should” occur. These forward-looking statements are subject to a variety of risks and uncertainties which could cause actual events or results to differ materially from those reflected in the forward-looking statements, including, without limitation: risks related to fluctuations in metal prices; uncertainties related to raising sufficient financing to fund the planned work in a timely manner and on acceptable terms; changes in planned work resulting from weather, logistical, technical or other factors; the possibility that results of work will not fulfill expectations and realize the perceived potential of the Company’s properties; risk of accidents, equipment breakdowns and labour disputes or other unanticipated difficulties or interruptions; the possibility of cost overruns or unanticipated expenses in the work program; the risk of environmental contamination or damage resulting from Rokmaster’s operations and other risks and uncertainties. Any forward-looking statement speaks only as of the date it is made and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking statement, whether as a result of new information, future events or results or otherwise.