VANCOUVER, BC, Nov. 20,
2023 /CNW/ - Rokmaster Resources Corp. (TSXV:
RKR) (OTCQB: RKMSF) (FSE: 1RR1) ("Rokmaster" or the
"Company") is pleased to announce that it has entered into an
arrangement agreement (the "Arrangement Agreement") with its
wholly-owned subsidiary, 4Metals Exploration Ltd. ("SpinCo" or
"4Metals"), pursuant to which it will spin out (the "Spin-Out") all
of its interest in its 100%-owned Duncan Lake project and 55%-owned
Big Copper project (together, the "Spin-Out Properties") to
shareholders of the Company (the "Shareholders") by way of a
statutory plan of arrangement (the "Arrangement") pursuant to
the Business Corporations Act (British Columbia).
The Arrangement must be approved by the Supreme Court of
British Columbia (the "Court") and
by the affirmative votes of at least 2/3 of the Shareholders cast
at the annual general and special meeting of the Company to be held
on or around January 12, 2024 (the
"Meeting"). 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 (each, a "New Rokmaster
Share") and common shares of SpinCo (the "SpinCo Shares") by way of
a share exchange, pursuant to which each existing common share of
Rokmaster (an "Existing Rokmaster Share") 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:
a. Regulatory and Shareholder approvals;
b. Final order of the Court approving the Arrangement; and
c. 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 Spin-Out 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.
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").
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: receipt
of regulatory, Court and Shareholder approvals; successful
completion of the Arrangement and related transactions; risks
related to fluctuations in metal prices; uncertainties related to
raising sufficient financing, for working capital and 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 or SpinCo's
operations and other risks and uncertainties as disclosed in the
information circular to be sent to Shareholders in connection with
the Meeting to approve the Arrangement. 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.