Mr. John Mirko reports
ROKMASTER ANNOUNCES PRIVATE PLACEMENT
Rokmaster Resources Corp. has arranged a non-brokered private placement financing for a total of up to $1.25-million involving the sale of flow-through units and non-flow-through units.
The flow-through funding will consist of up to 3,076,924 FT units, priced at 13 cents each for gross proceeds of up to $400,000. Each FT unit will consist of one flow-through common share plus one-half non-transferable share purchase warrant to purchase one non-flow-through common share of the company at 25 cents per warrant share for a period of one year. The FT warrants are subject to an accelerated expiry date, at the company's option, which comes into effect when the trading price on the TSX Venture Exchange of the company's common shares closes at or above 30 cents per share during any 10-consecutive-trading-day period commencing four months plus one day after the date of issuance.
Additionally, the non-flow-through financing will consist of up to 7,083,334 NFT units, priced at 12 cents each for gross proceeds of up to $850,000. Each NFT unit will consist of one common share plus one non-transferable share purchase warrant to purchase a warrant share at 20 cents for a period of one year. The NFT warrants are subject to an accelerated expiry date, at the company's option, which comes into effect when the trading price on the TSX Venture Exchange of the company's common shares closes at or above 25 cents per share during any 10-consecutive-trading-day period commencing four months plus one day after the date of issuance.
If the company decides to accelerate the expiry date of the FT warrants and/or NFT warrants, the company will give an expiry acceleration notice by issuing a press release announcing the acceleration, and in such case, the expiry date shall be deemed to be the 30th calendar day following the date of issuance of the press release.
The FT shares will qualify as flow-through shares (within the meaning of Subsection 66(15) of the Income Tax Act (Canada)). The gross proceeds raised from the sale of the FT share component of the FT units 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 working capital purposes.
Certain directors, officers and insiders 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, and are not being offered or registered in the United States.
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.
We seek Safe Harbor.
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