VANCOUVER, BC, April 4, 2025 /CNW/ - Rokmaster Resources Corp. (TSXV: RKR) (OTCQB: RKMSF) (FSE: 1RR1) ("Rokmaster" or "the Company") announces that the Company intends to complete a non-brokered financing (the "Financing") for a total of up to $550,000 involving the sale of flow-through shares (the "FT Shares") and non-flow-through units (the "NFT Units").
Rokmaster Resources Corp. Logo (CNW Group/Rokmaster Resources Corp.)
The flow-through funding will consist of up to 6,250,000 FT Shares, priced at $0.04 per FT Share for gross proceeds of up to $250,000 and the non-flow-through funding will consist of up to 15,000,000 NFT Units, priced at $0.02 per NFT Unit for gross proceeds of up to $300,000. Each NFT Unit will consist of one common share plus one-half non-transferable share purchase warrant (a "Warrant"). Each whole Warrant is exercisable to purchase one additional common share of the Company (the "Warrant Share") at $0.05 for a period of two years from the date of closing.
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 $0.10 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.
The FT Shares will qualify as "flow-through shares" (within the meaning of subsection 66(15) of the Income Tax Act (Canada) (the "Tax Act"). The gross proceeds raised from the sale of the FT Share will be used by Rokmaster to incur "Canadian exploration expenses" (within the meaning of the Tax Act). Rokmaster will use funds raised from the sale of the NFT Units on non-flow-through eligible project expenses as well as for general working capital purposes. The Company reserves the right to accept additional funds, subject to regulatory approval, should the Financing be oversubscribed.
Directors and officers of the Company may acquire securities under the Financing, 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 Financing is subject to TSX Venture Exchange approval and all securities issued pursuant to the Financing will be subject to a four-month and one day hold period from the closing date and are not being offered or registered in the United States.
For more information please contact: John Mirko, President & CEO of Rokmaster Resources Corp., jmirko@rokmaster.com Ph. +1 (604) 290-4647 or by 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: completing the Financing; 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 vents or results or otherwise.
