Mr. John Mirko reports

ROKMASTER ENTERS INTO ARRANGEMENT AGREEMENT FOR SPIN-OUT OF DUNCAN LAKE AND BIG COPPER PROJECTS

Rokmaster Resources Corp. has entered into an arrangement agreement with its wholly owned subsidiary, 4Metals Exploration Ltd. (SpinCo), pursuant to which it will spin out all of its interest in its 100-per-cent-owned Duncan Lake project and 55-per-cent-owned Big Copper project to shareholders of the company by way of a statutory plan of arrangement pursuant to the Business Corporations Act (British Columbia).

The arrangement must be approved by the Supreme Court of British Columbia and by the affirmative votes of at least 2/3rds of the shareholders cast at the annual general and special meeting of the company to be held on or around Jan. 12, 2024. Upon receipt of approval from the shareholders and the court, the board will determine an effective date to complete the arrangement.

The arrangement agreement

Under the arrangement, shareholders as of the effective date will receive new common shares of Rokmaster and common shares of SpinCo by way of a share exchange, pursuant to which each existing common share of Rokmaster will be exchanged for one new Rokmaster share and 0.125 of a SpinCo share (or one SpinCo share distributed for every eight existing Rokmaster shares held) rounded down to the next whole number of SpinCo shares. As a result of the arrangement, 4Metals will become a reporting issuer in the provinces of British Columbia, Alberta, Manitoba and Ontario.

Holders of options and warrants of Rokmaster will be entitled to receive, upon exercise of an option or warrant for the same aggregate consideration, one New Rokmaster share and 0.125 of a SpinCo share (rounded down to the next whole number of SpinCo shares) in lieu of each existing Rokmaster share such holder otherwise would have been entitled to receive, subject to applicable adjustments pursuant to the company's stock option plan, the relevant stock option agreements or certificates representing the warrants, as applicable.

Conditions to closing

Completion of the arrangement is subject to several conditions, including the following:

• Regulatory and shareholder approvals;
• Final order of the court approving the arrangement;
• Completion of a financing to raise working capital for 4Metals.

Additional details of the arrangement will be included in an information circular to be mailed to shareholders. The spinout is expected to close on such date to be determined after the meeting, subject to the satisfaction of all conditions precedent and receipt of all necessary approvals.

We seek Safe Harbor.