Rokmaster Closes C$4.3 Million First Tranche, Including a Strategic Investment by a Syndicate Led by Palisades Goldcorp Ltd.
Rokmaster Closes C$4.3 Million First Tranche,
Including a Strategic Investment by a
Syndicate Led by Palisades Goldcorp Ltd.
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.
View original content:
http://www.newswire.ca/en/releases/archive/May2020/25/c2453.html
%SEDAR: 00031923E
For further information:
For additional information on the Company and its projects, please visit
the Company's website www.rokmaster.com or telephone (604) 290-4647
CO: Rokmaster Resources Corp.
CNW 03:30e 25-MAY-20