Red ROCK Announces Amended Property Option Agreement and Closing of Qualifying Transaction

AURIC RESOURCES CORP.

(formerly Red Rock Capital Corp.)

1250-1066 Hastings Street West

Vancouver British Columbia V6E 3X1

NEWS RELEASE

RED ROCK ANNOUNCES AMENDED PROPERTY OPTION AGREEMENT AND CLOSING

OF QUALIFYING TRANSACTION

February 22, 2024 – Red Rock Capital Corp (TSX-V: RCC.H) (the “Company”) is pleased to

announce that it has entered into an amended property option agreement dated February 20,

2024 (the “Amended Property Option Agreement ”) as between the Company and Jadeite

Capital Corp. (“Jadeite”), pursuant to which the parties have agreed to amend the cash payment

terms as follows:

Deadline Cash Payment Consideration Unit Issuance

Closing Date - 1,937,500 Consideration Units

Six Month Anniversary of Closing $150,000 -

First Anniversary of Closing $150,000 1,937,500 Consideration Units

Second Anniversary of Closing - 1,937,500 Consideration Units

Third Anniversary of Closing - 1,937,500 Consideration Units

Total $300,000 7,750,000 Consideration Units

The Amended Property Option Agreement makes no other changes to the terms of the property

option agreement dated November 23, 2022, as amended May 19, 2023 (the “Property Option

Agreement”) and the Qualifying Transaction (as defined below) as described in the Company’s

filing statement dated February 9, 2024 (the “Filing Statement”) other than to amend the timing

of the cash payment terms as set out above. A copy of the Amended Property Option Agreement

and the Filing Statement are available on the Company’s SEDAR+ profile at www.sedarplus.ca.

The Company is also pleased to announce that, further to the Company’s news releases dated

February 12, 2024, May 23, 2023, March 24, 2022 and November 28, 2022, the Company has

closed on the Property Option Agreement, as amended by the Amended Property Option

Agreement, and its previously announced qualifying transaction (the “Qualifying Transaction”).

In connection with closing of the Property Option Agreement, as amended by the Amended

Property Option Agreement, and Qualifying Transaction, the Company issued to Jadeite

1,937,500 units of the Company (each, a “Consideration Unit”), with each Consideration Unit

comprising of one common share in the capital of the Company (a “Share”) and one Share

purchase warrant (a “Warrant”), with each Warrant exercisable to acquire one Share at an

exercise price of $0.20 for a period of three years.

All securities underlying the Consideration Units are subject to a four month and one day hold

period expiring on June 23, 2024. The Shares comprising the Consideration Units are subject

escrow pursuant to the policies of the TSX Venture Exchange (the “TSXV”)

Additional information with respect to the Qualifying Transaction and the Company can be found

in the Filing Statement, as updated by the Amended Property Option Agreement.

2

In connection with the closing of the Qualifying Transaction, the Company’s Board of Directors

now consists of Morgan Tincher, Akash Patel, Aleem Nathwani, Thomas J. Obradovich. Officers

of the Company now consist of Morgan Tincher as Chief Executive Officer, Akash Patel as Chief

Financial Officer and Corporate Secretary.

The Company has changed its name to “Auric Resources Corp.” and will trade on the TSXV under

the symbol “RES”.

Following closing of the Qualifying Transaction, the Company will no longer be a capital pool

company under the policies of the TSXV and will graduate from NEX to tier 2 of the TSXV.

Final acceptance of the Qualifying Transaction will occur upon the issuance of a final exchange

bulletin (the “Exchange Bulletin”) which will provide the date on which the Company’s common

shares will resume trading. The Company anticipates the Exchange Bulletin will be issued on

February 23, 2024 and the Company’s common shares will resume trading on February 27, 2024.

Until such time, in accordance with the policies of the TSXV, the Company’s common shares are

currently halted from trading and will remain so until such time as required by TSXV policies.

For further information please contact:

Morgan Tincher

Chief Executive Officer

Email: [email protected]

Phone: 604-644-6110

This news release may contain certain “Forward-Looking Statements” within the meaning of the

United States Private Securities Litigation Reform Act of 1995 and applicable Canadian securities

laws. When or if used in this news release, the words “anticipate”, “believe”, “estimate”, “expect”,

“target, “plan”, “forecast”, “may”, “schedule” and similar words or expressions identify forward-

looking statements or information. These forward-looking statements or information may relate

to the Qualifying Transaction and various approvals required in connection with the Qualifying

Transaction, the reliability of third-party information and other factors or information. Such

statements represent the Company’s current views with respect to future events and are

necessarily based upon a number of assumptions and estimates that, while considered

reasonable by the Company, are inherently subject to significant business, economic,

competitive, political and social risks, contingencies and uncertainties. Many factors, both known

and unknown, could cause results, performance or achievements to be materially different from

the results, performance or achievements that are or may be expressed or implied by such

forward-looking statements. The Company does not intend, and does not assume any obligation,

to update these forward-looking statements or information to reflect changes in assumptions or

changes in circumstances or any other events affecting such statements and information other

than as required by applicable laws, rules and regulations.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in

policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this

release.