Mr. John Mirko reports
ROKMASTER ANNOUNCES PRIVATE PLACEMENT
Rokmaster Resources Corp. has arranged a non-brokered private placement financing of up to 16 million units at a price of 25 cents per unit for gross proceeds of up to $4-million. Each unit consists of one common share of the company and one non-transferable share purchase warrant. Each warrant is exercisable to purchase one additional common share of the company for a period of two years from the date of closing of the private placement at an exercise price of 45 cents 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 65 cents 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 to the warrantholders, 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 finance the Revel Ridge project 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.
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) and the corresponding instruments, orders and rules implementing CSA 45-318 in the participating jurisdictions. In addition to conducting the private placement 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.
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. Such participation is expected to be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101.
The company may pay certain finders' fees in relation to the private placement. This non-brokered 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.
The technical information in this news release has been prepared in accordance with Canadian regulatory requirements as set out in National Instrument 43-101 and reviewed and approved by Eric Titley, PGeo, who is independent of Rokmaster and who acts as Rokmaster's qualified person.
About Rokmaster Resources Corp.
Rokmaster controls a portfolio of three significant exploration and development projects, all of which are in Southern British Columbia in regions of excellent infrastructure. The three projects include:
Revel Ridge: Rokmaster is currently conducting an underground drill program at the Revel Ridge project located in southeastern British Columbia 35 kilometres north of the city of Revelstoke. Revel Ridge is a high-grade gold and polymetallic orogenic sulphide deposit which has been the subject of a preliminary economic assessment technical report dated Dec. 8, 2020, and an updated mineral resources estimate with an effective date of Nov. 15, 2021, both published on SEDAR.
Big Copper: Rokmaster controls the Big Copper property in the Creston area of Southern British Columbia. Big Copper is a high-grade copper-silver occurrence hosted in mid-Proterozoic rocks. Copper-silver mineralization has been traced for four kilometres along strike, and is exposed in a series of adits and trenches over approximately 400 to 500 metres of vertical relief. Big Copper likely belongs to a class of stratabound replacement copper-silver deposits hosted within mid-Proterozoic quartzitic sedimentary rocks. The style and stratigraphic setting of mineralization at Big Copper may be analogous to similar stratabound silver-copper deposits in northwest Montana, for example the Troy mine (64 million tonnes of 0.74 per cent copper and 54 grams per tonne silver (Western Mining History, 2020) or Hecla's Montanore mine (112 million tonnes at 51.2 g/t Ag and 0.7 per cent Cu (Hecla, 2020 annual report, page 119 (1))).
Duncan zinc: Duncan is a carbonate-hosted silver-lead-zinc deposit located near Duncan Lake in Southern British Columbia. The Duncan deposit is hosted within a Cambrian-age Badshot limestone, which also hosts silver-lead-zinc mineralization at Teck's currently producing Pend D'Oreille mine, as well as past producers including the Blue Bell mine, Reeves MacDonald, Jersey-Emerald and HB mines. Mineralization at Duncan Lake forms in the crest and limbs of the regional-scale Duncan Lake anticline, where strong lead-zinc plus or minus silver mineralization has been traced by surface and underground drilling for approximately 2,500 metres. At Duncan Lake, Rokmaster will be targeting greater than 30 million tonnes of greater than 10 per cent lead plus zinc plus silver. Historical background and a geological synthesis of the Duncan Lake deposit are provided in a National Instrument 43-101 report by B. Lane, 2018: Technical Report on the Duncan Lake Project.
(1) The qualified person has been unable to verify this inferred resource.
We seek Safe Harbor.
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