Red ROCK Signs Letter of Intent to Acquire Gosselin and Normetal South Projects IN Quebec

RED ROCK CAPITAL CORP.

Suite 2200, 885 West Georgia Street

Vancouver, British Columbia, V6C 3E8

NEWS RELEASE

RED ROCK SIGNS LETTER OF INTENT TO ACQUIRE

GOSSELIN AND NORMETAL SOUTH PROJECTS IN QUEBEC

March 24, 2022 – Red Rock Capital Corp (TSX-V: RCC.H) (the “Company”) has entered into a

letter of intent, dated March 2, 2022 and subsequently amended on March 23, 2022, with Bay

Capital Markets Inc. (the “Vendor”) whereby the Company will be granted an option (the “Option”)

to acquire a series of mineral claims located in the Province of Quebec and commonly known by

the names “Gosselin” and “Normetal South” (collectively, the “Project”). The Company is at arms-

length from the Vendor, and the principal of the Vendor is Victor Cantore. The Project comprises

two large land packages within the Chicobi Belt located in the Quebec Abitibi, positioned between

the Normetal Fault, the Chicobi North Fault and the Macamic Fault which are major structures

associated with significant polymetallic and gold discoveries.

Following the grant of the Option (the “Transaction”), it is anticipated that the Company will be

listed as a Tier 2 Mining issuer on the TSX Venture Exchange (“TSX-V”) and will be involved in

the exploration and development of the Project. The Transaction is intended to constitute the

Company’s “qualifying transaction” pursuant to Policy 2.4 – Capital Pool Companies of the TSX-

V.

Transaction Summary

Pursuant to the terms of the Transaction, the Company will be granted the Option to acquire the

Project from the Vendor. In order to exercise the Option, the Company is required to complete a

series of cash payments totaling $300,000 and issue a total of 7,750,000 units (each, a

“Consideration Unit”) to the Vendor in accordance with the following schedule:

Deadline Cash

Payment

Consideration Unit Issuance

Closing of the Transaction $150,000 1,937,500 Red Rock Units

Six Month Anniversary of Closing $150,000 -

First Anniversary of Closing - 1,937,500 Red Rock Units

Second Anniversary of Closing - 1,937,500 Red Rock Units

Third Anniversary of Closing - 1,937,500 Red Rock Units

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

Each “Consideration Unit” consists of one common share of the Company, and one common

share purchase warrant each of which will entitle the Vendor to acquire an additional common

share of the Company at a price of $0.125 for a period of thirty-six months. All Consideration

Units issued to the Vendor will be subject to statutory restrictions on resale prescribed by

applicable securities laws and may be subject to escrow in accordance with the policies of the

TSX-V.

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Upon completion of the Transaction, it is expected that the Company will change its name and

reconstitute its board of directors and management of the Company. The Company will provide

further information concerning the proposed new name and directors and officers of the Company

as soon as it becomes available.

Further Information

Completion of the Transaction is subject to a number of conditions including the satisfactory

completion of due diligence, the negotiation and entering into of definitive agreements, receipt of

all required regulatory and third-party consents, including approval of the TSX-V, and satisfaction

of other customary closing conditions. The Company does not anticipate that the Transaction will

require approval of the shareholders of the Company. The Company and the Vendor have agreed

to structure the Transaction in the manner most tax efficient for the Vendor and as such the

Transaction structure is subject to change based upon advices from the parties respective legal

and tax advisors. The Transaction cannot close until the required approvals are obtained. There

can be no assurance that the Transaction will be completed as proposed or at all. The

Transaction is not contingent on financing, nor is any financing currently contemplated to take

place concurrently with the Transaction. No finders’ fees or commissions are payable in

connection with completion of the Transaction, and no advances or loans to the Vendor are

contemplated.

In connection with the Transaction, the Company has commissioned a geological report on the

Project. Prior to completion of the Transaction, a copy of the geological report will be filed and

posted on SEDAR. Further information on the Transaction will be available and posted on SEDAR

upon completion of a filing statement that will be prepared by the Company.

Trading in the common shares of the Company will remain halted pending further filings with the

TSX-V.

For further information please contact:

Aleem Nathwani

Chief Executive Officer

Email: [email protected]

Completion of the Transaction is subject to a number of conditions, including but not limited to,

TSX Venture Exchange acceptance. The Transaction cannot close until the required approvals

are obtained, and the outstanding conditions satisfied. There can be no assurance that the

Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the filing statement to be prepared in

connection with the Transaction, any information released or received with respect to the

Transaction may not be accurate or complete and should not be relied upon. Trading in the

securities of the Company should be considered highly speculative.

The TSX Venture Exchange has in no way passed upon the merits of the proposed Transaction

and has neither approved nor disapproved the contents of this press release. Neither the 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.

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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 proposed financing activity, regulatory or government requirements or approvals, 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.