TSXV: RKR
Frankfurt: 1RR
OTC Pink: RKMSF
VANCOUVER, May 25, 2020 /CNW/ - Rokmaster Resources Corp.
("Rokmaster" or the "Company") is pleased to announce
that it has closed the first tranche of the non-brokered financing
(the "Financing") involving the issuance of flow-through
units (the "Flow-Through Units") and non-flow-through units
(the "Non-Flow-Through Units" and together with the
Flow-Through Units, the "Units").
Pursuant to the Financing, the Company issued a total of
8,888,889 Flow-Through Units at $0.225 per unit, for gross proceeds of
$2,000,000, and 10,663,637
Non-Flow-Through Units at $0.22 per
unit, for gross proceeds of $2,346,000, for aggregate gross proceeds from the
Financing of $4,346,000.
Each Flow-Through Unit is comprised of one flow-through common
share of the Company (a "Flow-Through Share") and one
transferrable share purchase warrant to purchase one
non-flow-through common share of the Company (a "Warrant
Share") at a price of $0.30 per
Warrant Share for a period of three years.
Each Non-Flow-Through Unit is comprised of one common share of
the Company (a "Common Share") and one transferrable share
purchase warrant (a "NFT Warrant") to purchase one Warrant
Share at a price of $0.30 for a
period of three years, subject to an acceleration provision (the
"Acceleration Provision"). If at any time after September 23, 2020, the Company's common shares
have a closing price equal to or greater than $0.60 per common share for ten (10) consecutive
trading days on the TSX Venture Exchange, the Company shall
thereafter be entitled to give notice to the holders of the NFT
Warrants, by news release, that such warrants will expire at
5:00 p.m. (Vancouver time) on that date which is 20 days
after the date of such news release unless exercised before the
expiry of that period.
In connection with the closing of the first tranche of the
Financing, the Company paid cash finder's fees of $343,472, and issued 1,545,075 finder's
Compensation Options, in aggregate, to Ascenta Finance Corp.
("Ascenta") and Mackie Research Capital Corporation
("Mackie"). Each Compensation Option issued in respect of
the Non-Flow-Through Units entitles Ascenta and Mackie to purchase
one Non-Flow-Through Unit at a price of $0.22 per Non-Flow-Through Unit for a period of
three years expiring on May 22, 2023,
and each Compensation Option issued in respect of the Flow-Through
Units entitles Ascenta to purchase one unit comprised of one Common
Share and one NFT Warrant at a price of $0.225 per unit for a period of three years
expiring on May 22, 2023. The share
purchase warrants issued to Ascenta and Mackie are not subject to
the Acceleration Provision.
The securities issued pursuant to the Financing are subject to a
four-months and one day hold period expiring September 23, 2020 and were not offered or
registered in the United
States.
The gross proceeds raised from the sale of the Flow-Through
Shares will be used by the Company for exploration financing that
will qualify as "Canadian Exploration Expenses", as that term is
defined in the Income Tax Act (Canada) only. The net proceeds raised from the
sale of the Non-Flow-Through Units will be used by the Company for
exploration of the Company's Revel Ridge project, as well as for
general working capital purposes.
John Mirko, Rokmaster's President
and CEO, stated "We are pleased to close this first round of
financing with the strategic investment in the Flow-Through Units
by the Palisades Goldcorp syndicate and by DELPHI
Unternehmensberatung AG in the Non-Flow-Through Units. This puts us
on a solid footing to sharply focus on increasing resources at our
Revel Ridge Project."
Rokmaster expects the balance of the financing to close on or
about June 11, 2020.
About Palisades Goldcorp Ltd.
Palisades Goldcorp Ltd., who led the syndicate making the
8,888,889 Flow-Through Units strategic investment in Rokmaster as
reported in the Company news release dated April 27, 2020, is Canada's newest resource focused merchant
bank. Palisades' management team has a demonstrated track record of
making money and is backed by many of the industry's most notable
financiers. With junior resource equities valued at generational
lows, management believes the sector is on the cusp of a major bull
market move. Palisades is positioning itself with significant
stakes in undervalued companies and assets with the goal of
generating superior returns.
About Rokmaster
Rokmaster's focus is on exploring for base and precious metals,
and its flagship asset is its option to earn 100% of the Revel
Ridge polymetallic precious metals project situated in the prolific
Kootenay Arc. Please refer to the technical report titled "Updated
Technical Report on the Revel Ridge Property (formerly J&L
Property), Revelstoke Mining Division, British Columbia, Canada" dated February 25, 2020 with an effective date of
January 29, 2020, which the Company
has filed on SEDAR.
On behalf of the Board of Directors,
"John Mirko"
John Mirko, President and Chief
Executive Officer.
Neither the TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this 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:
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.