(May 6, 2015, Vancouver, B.C., Canada) - Rokmaster Resources Corp. ("Rokmaster" or the "Company") is pleased to announce that it has entered into an arms' length letter agreement dated May 4, 2015 (the "Letter Agreement") pursuant to which it has agreed, subject to completion of due diligence and the receipt of regulatory approval, to purchase 80% of the issued and outstanding shares (the "CCM Shares") of Cream Minerals de Mexico, S.A. de C.V. ("CCM") from CCM's two individual shareholders (collectively, the "Vendors"). Rokmaster also has the option to acquire the remaining 20% of the CCM Shares.
CCM is a private Mexican corporation that owns 100% of certain mining concessions making up the 2,560 hectare ("Ha") Nuevo Milenio silver-gold property (the "Milenio Project"), located in the Tepic-Guachinango area in the State of Nayarit, Mexico.
- To acquire an attractive silver-gold project on trend with Agnico Eagle's two recent acquisitions namely Cayden Resources Inc.'s El Barqueno project and Soltoro Ltd.'s El Rayo project both located in the Sierra Madre Gold-Silver Belt.
- To broaden exposure to additional areas hosting rich geology and favorable mining regulation.
- Option to pay for the acquisition with common shares to preserve working capital.
- Ability to initiate project permitting for test mining from underground and open pit.
- The project was the target of a +$12,000,000 hostile takeover bid in late 2010 by Endeavour Silver Corp. (see Endeavour Silver Corp.'s news release dated November 19, 2010).
- Exploration of the Milenio Project may be financed from the cash flows generated from the fully permitted and producing copper, gold, silver flotation plant (the "Flotation Plant") following the Company's planned acquisition of Transworld Mining Investments S.A.C. ("TMI") and TMI's subsequent exercise of its option to acquire the Flotation Plant (see Rokmaster's news release dated April 2, 2015).
The acquisition of the Milenio Project would represent a significant new land position for Rokmaster. The Milenio Project contains significant underexplored silver-gold mineralization with excellent strike, width and vertical dimension. The Company believes the Milenio Project has the potential to host Barqueno -- El Rayo style gold-silver mineralization, both located about 100 kilometres to the southeast.
Terms of Acquisition
The aggregate purchase price payable to the Vendors for 80% of the CCM Shares is Cdn$600,000, or, in the alternative, 12,000,000 common shares of Rokmaster, and additionally Cdn$50,000 as reimbursement of certain expenses incurred by the Vendors. The Vendors have also granted Rokmaster the option to acquire an additional 10% in the shares of CCM on or before one year from Closing for 2,000,000 common shares of Rokmaster or Cdn$100,000, and a final option to acquire the remaining 10% of the common shares of CCM for 3,000,000 shares of Rokmaster or Cdn$150,000. Additionally, Rokmaster shall pay the Vendors the sum of $50 per lineal metre for trenching and $10 per metre of drilling carried out on the Milenio Project, up to a maximum of $1,000,000. If the Milenio Project is placed into commercial production, the Vendors shall choose to receive a bonus payment of $1,000,000 or a 3% Net Smelter Return ("NSR"), which NSR can be reduced by paying the Vendors $1,000,000 to 2% and be further reduced to 1% by paying to the Vendors an additional $1,000,000 and further reduced to 0% on payment of a final additional $1,000,000.
The Milenio Project
The concessions have a history of exploration and artisanal mining dating back to the 1500s, and contain numerous widespread silver-gold zones within a large volcanic hosted low sulphidation epithermal caldera system that includes lineal bonanza grade (example: 1,886.0 grams per tonne silver and 6.18 grams per tonne gold over a drill intercept of 3.11 metres starting 82.35 metres down hole (see Roca Mines Inc. news release dated March 15, 2010)) veins and broad lower grade intensely argillic altered stockwork zones (example: 90.9 grams per tonne silver and 0.49 grams per ton gold over a drill interval of 12.19 metres from 18.3 metres down hole) (see Roca Mines Inc. news release dated April 13, 2010, available at www.sedar.com)
Milenio Project Highlights:
- 5 main mineralized areas of vein, breccia and stockwork, individual zones to 1,300 metres long
- 154 diamond drill holes, +33,000 metres drilled from 2002 to 2011(only testing top of system)
- Close to infrastructure, 20 kms southeast of Tepic (pop; 300,000)
- 7 km off paved highway, 200 kms from either Guadalajara or the port city of Puerto Vallarta
- Electric power, water, high speed internet, cell phone, heavy construction-mining equipment
- Excellent climate with exploration and development carried out year round
- Moderate topography ranging between 1,000-1,500 metres above sea level.
The Company intends to explore for and develop large scale epithermal style silver gold mineralization that could have potential as a combination of underground/open pit(s) with both mill and heap leach processing methods.
The scientific and technical information in this news release has been approved by Antonio M. de Quadros, PhD., P. Eng., Qualified Person and Director of the Company.
For additional information on the Company and its projects, 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:
This news release may contain forward-looking information within the meaning of applicable securities laws ("forward-looking statements"). All statements herein, other than statements of historical fact, including but not limited to statements in respect of the potential for the transaction to acquire the Flotation Plant to generate positive cash flow to help fund continued expansion, exploration and development of the Company's projects, are forward looking-statements. Forward-looking statements address future events and conditions and therefore involve inherent risks and uncertainties. Actual results may differ materially from those currently anticipated in such statements as a result of various factors, including, but not limited to, the availability of financing to permit the Company to acquire CCM and exercise the option to acquire the Flotation Plant; the possibility that future exploration, development or mining results will not be consistent with the Companies expectations; metal price fluctuations; environmental and regulatory requirements; the inherent uncertainty of production and cost estimates and the potential for unexpected costs and expenses; and currency fluctuations. 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.