(January 2, 2020, Vancouver, B.C., Canada) - Rokmaster Resources Corp. (“Rokmaster” or the “Company”) is pleased to announce a non-brokered private placement financing of up to 8,333,333 units at a price of $0.06 per unit (a “Unit”) for gross proceeds of up to $500,000 (the “Private Placement”). Each Unit consists of one common share of the Company (a “Share”) and one 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 two years from the date of closing of the Private Placement at an exercise price of $0.10 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 $0.12 per share during any 20 day consecutive trading day period commencing four months plus one day after the date of issuance. In such event, the Company will give an expiry acceleration notice (the “Notice”) to Warrant holders and 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 preparation of an updated National Instrument 43-101 compliant Preliminary Economic Assessment Technical Report on the Company’s recently optioned Revel Ridge Project (see News Release dated December 30, 2019) and for general working capital purposes. The offering is expected to close on or before February 3, 2020 and should the Private Placement be oversubscribed, the Company reserves the right to accept additional funds, subject to regulatory approval.
The Company may pay a finder’s fee to certain third parties of up to 8% in cash and up to 8% in compensation options of the Company or a combination thereof, in connection with the proceeds received by the Company by the sale of Units to the Subscribers, other than insiders, introduced to the Company by such third party. Each compensation option shall entitle the holder thereof to purchase a Unit (as described above) for a period of one year from the date of closing of the Private Placement.
The Company may complete a portion of the Private Placement pursuant to the conditions described in Multilateral CSA Notice 45-318 - Prospectus Exemption for Certain Distributions through an Investment Dealer ("CSA 45-318") and the corresponding instruments, orders and rules implementing CSA 45-318 in the participating jurisdictions (collectively with CSA 45-318, the "Investment Dealer Exemption"). In addition to conducting the Financing pursuant to the Investment Dealer Exemption, the Company will also accept subscriptions for units where other prospectus exemptions are available, including from accredited investors. In accordance with the Investment Dealer Exemption, the Company advises that, as at the date hereof, there is no material fact or material change in respect of the Company that has not been generally disclosed. The Company further advises that there is no minimum number of units being offered pursuant to the Private Placement.
The planned private placement and finder’s fees are subject to TSX Venture Exchange approval. All shares issued pursuant to the offering and exercise of warrants will be subject to a four month hold period from the closing date.
In addition, the Company has granted 900,000 incentive stock options to directors, officers, consultants and advisors of the Company under the Company’s stock option plan. The options are exercisable for a period of 10 years at an exercise price of $0.08 per common share.
For additional information on the Company and its properties, please visit the Company’s website www.rokmaster.com or call (604) 290-4647.
On behalf of the Board of Directors of
ROKMASTER RESOURCES CORP.
John Mirko, President & Chief Executive Officer
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) nor any other regulatory authority accepts responsibility for the adequacy or accuracy of this release.
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.