Rokmaster Closes Transaction with Kaizen Discovery
October 26, 2015
(October 26, 2015, Vancouver, B.C., Canada) - Rokmaster Resources Corp. ("Rokmaster" or the "Company") is pleased to announce the closing of the transaction with Kaizen Discovery Inc. ("Kaizen") pursuant to an agreement dated July 3, 2015, as amended on September 14, 2015 and October 15, 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:
- mutually terminated the option agreement between Rokmaster, AM Gold and Canper Exploraciones S.A.C. ("Canper"), AM Gold's Peruvian subsidiary, dated July 16, 2012, as amended, along with certain ancillary agreements between Canper and Minera Pinaya Peru S.A., Rokmaster's Peruvian subsidiary (collectively, the "RKR-AMG Agreements");
- transferred its interest in the Pinaya Project back to AM Gold and Canper;
- agreed to the termination of the arbitration proceedings between Rokmaster and AM Gold and Canper before the British Columbia International Commercial Arbitration Centre by the filing of a Consent Dismissal Order;
- entered into a settlement agreement and mutual release with AM Gold and Canper in respect of matters related to the RKR-AMG Agreements; and
- transferred to Kaizen Rokmaster's drill and related equipment situated on the Pinaya Project.
As consideration, Kaizen paid Rokmaster the sum of Cdn$300,000 and issued to Rokmaster 2,000,000 common shares of Kaizen (the "Kaizen Shares"). The Kaizen Shares will be subject to restrictions on disposition pursuant to a lock up agreement between Rokmaster and Kaizen, wherein Rokmaster may only dispose 25% of the Kaizen Shares on the first trading day following the expiry of the four-month hold period under applicable Canadian securities laws, with a further 25% being released every three months thereafter, without having first obtained the prior written consent of Kaizen. 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.
Other Corporate Updates
Rokmaster is pleased to announce that per the Letter Agreement dated May 4, 2015 between the Company and the shareholders of Cream Minerals de Mexico, S.A., the parties have extended the closing date to on or before December 4, 2015. Please see the Company's news release dated May 6, 2015 for details.
Rokmaster wishes to announce that it has dropped (through its wholly owned subsidiary, Transworld Mining Investments S.A.C.), its option to purchase the flotation plant, located in Nazca, Peru. Please see the Company's news release dated April 2, 2015 for details.
The Company is pleased to announce it has mutually terminated the option agreement dated February 16, 2012 on its Big Copper Property (see the Company's news release dated February17, 2012 for details). The parties now share ownership of the Big Copper Property as to 55% to Rokmaster and 45% to the vendors.
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.