VANCOUVER, BC, Feb. 7, 2023
/CNW/ - Rokmaster Resources Corp. (TSX: RKR) (OTCQB: RKMSF)
(FSE: 1RR1) ("Rokmaster" or the "Company")
is pleased to announce a non-brokered private placement for a total
of up to $500,000 (the "Private
Placement") involving the sale of up to 5,000,000 units (the
"Units") at a price of $0.10
per Unit.
Each Unit will consist of one common share plus one-half
(1/2) non-transferable share purchase warrant (the
"Warrants"). Each whole warrant will entitle the holder to
purchase one common share of the Company (a "Warrant Share")
at $0.175 per Warrant Share for a
period of one year. The 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 (the
"Exchange") of the Company's common shares closes at or
above $0.25 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 Warrants, the Company will give an expiry
acceleration notice by issuing a press release (the
"Notice") 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 Notice.
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 ("MI 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 finder's fees in relation to the Private
Placement. This non-brokered private placement is subject to
Exchange approval. All shares issued pursuant to this Private
Placement 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 ("CSA 45-318") and the corresponding instruments,
orders and rules implementing CSA 45-318 in the participating
jurisdictions (collectively with CSA 45-318, the "Investment Dealer
Exemption"). 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 and
the proceeds from the Private Placement will be primarily used for
exploration, economic studies and for general working capital
purposes. The Company further advises that there is no minimum
number of units being offered pursuant to the Private
Placement.
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"),
including, but not limited to statements with respect to the
completion of the Private Placement, participation by directors,
officers and insiders of Rokmaster, use of proceeds of the Private
Placement and certain other matters relating to the proposed
Private Placement. 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: 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 events or results or otherwise.
SOURCE Rokmaster Resources Corp.