Rokmaster Announces Agreement to Purchase the Duncan Lake Zinc-Lead Property & Concurrent Private Placement and Shares for Debt Settlement
November 2, 2016
(November 2, 2016, Vancouver, B.C., Canada) - Rokmaster Resources Corp. ("Rokmaster" or the "Company") is pleased to announce that it has entered into a property purchase agreement dated November 2, 2016 (the "Purchase Agreement") with John (Jack) Denny, Robert Denny and Graeme Haines (collectively, the "Sellers") to acquire (the "Acquisition") a 100% interest in the Duncan Lake Zinc-Lead Property located in the Slocan Mining Division in southeast British Columbia, Canada (the "Property") approximately 64 km north of Kaslo, British Columbia. The Property consists of 9 contiguous mineral claims covering 1,648 hectares along the strike extension of Teck Resources Ltd.'s ("Teck") historical Duncan Mine property and 148 km by road northeast of Teck's smelter in Trail, British Columbia. Closing of the Acquisition is subject to receipt of TSX Venture Exchange ("TSXV") approval.
Under the Purchase Agreement, Rokmaster is to provide the following aggregate consideration to the Sellers at closing in exchange for the Property:
- an aggregate of 12,000,000 common shares of the Company ("Common Shares") to be issued on the date of closing of the Acquisition;
- an aggregate of 12,000,000 Series A Special Warrants that have a term of 10 years, with each Series A Special Warrant being automatically exercised into one Common Share upon the Company receiving a technical report identifying a mineral resource or mineral reserve estimate totalling a minimum of 3 million tonnes of 6% combined lead and zinc equivalent;
- an aggregate of 12,000,000 Series B Special Warrants that have a term of 15 years, with each Series B Special Warrant being automatically exercised into one Common Share upon the Company receiving a technical report identifying a mineral resource or mineral reserve estimate totalling a minimum of 6 million tonnes of 6% combined lead and zinc equivalent;
- an aggregate of 12,000,000 Series C Special Warrants that have a term of 20 years, with each Series C Special Warrant being automatically exercised into one Common Share once the Property commences commercial production; and
- a 2.5% net smelter returns royalty on gold, silver, lead and zinc bearing ores produced from the Property.
All of the aforementioned Special Warrants (the "Special Warrants") are subject to an accelerated exercise provision that would result in the Special Warrants being exercised automatically into Common Shares if and when there is:
- a consolidation, amalgamation, merger or take-over of the Company with, into or by another body corporate that results in the acquisition of at least 66 2/3 of the issued and outstanding shares of the Company for cash consideration, or if for non cash consideration, as long as the acquisition price is at least a 25% premium to the volume weighted average trading price of the the Company's shares on the TSXV for the five consecutive trading days ending on the trading day prior to the first public announcement of such consolidation, amalgamation merger or take-over; or
- a transfer of the undertaking or assets of Rokmaster as an entirety or substantially as an entirety to another corporation or entity that is subject to shareholder approval of Rokmaster.
In the case of the Series C Special Warrants, if any of the aforementioned events occurred within 10 years from the date of issue thereof, only an aggregate of 6 million Common Shares would be issued to the holders of the Series C Special Warrants upon exercise thereof.
The Common Shares to be issued with respect to the Acquisition are to subject to a hold period of four months and one day in accordance with applicable securities legislation.
The Consolidated Mining and Smelting Company of Canada, Limited ("Cominco"), a predecessor of Teck, conducted four phases of exploration work on the Property from 1989 to 1997 included coring of 8,333.9 meters in 12 diamond drill holes. The work encountered significantly higher grade zinc-lead mineralization (see below Table of Selected Mineralized Drill Intersections) than was typically encountered at the Duncan Mine and confirmed that altered and mineralized carbonate strata extends from the Duncan Mine northward more than 2.3km and is open to the north, the west limb of Duncan Anticline and to depth on the Property. A further phase of drilling (8,800 meters in 8 holes) was recommended for 1998 but not conducted, possibly due to the steep decline in lead and zinc prices at the time and Teck's increasing involvement in Cominco which had begun in 1986.
Table: Selected Mineralized Drill Intersections - Duncan Lake Project
||Core Length (m)
||Estimated True Thickness (m)
A re-assessment of the current area covered by the Property north of the Duncan Mine by Cominco geologists indicated that an additional "900 meters of strike length of the structure has the potential to host 5 MMT ("Million Metric Tonnes") of 11.5% Zn and 1% Pb in No. 7 Zone and 2 MMT of 7% Zn and 0.3% Pb in the No. 8 Zone. If the known mineralization is projected 2,100 meters north (in the persistent plunge direction) to Jubilee Point, there is room for 16 MMT at 10% Zn." (D.W. Moore (1997): "Duncan Mine Property: Proposal to Test Attractive Zinc Potential Close to Trail"). It was also noted that the 7 northward plunge of the mineralized zone would be amendable to decline access and underground drilling as proven at the Duncan Mine. The potential quantity and grade stated above is conceptual in nature and there has been insufficient exploration to define a mineral resource. This represents a target for further exploration and it is uncertain if such further exploration will result in the target being delineated a mineral resource.
The scientific and technical information about the Property set out in this news release was obtained from a Technical Report for the Property dated July 27, 2016 and prepared for Jack Denny, one of the Sellers, by R.A. (Bob) Lane, M.Sc., P. Geo. (the "Technical Report"). Mr. Lane advises that the geological data set out in the Technical Report was predominantly generated by Cominco during the 1989-1997 period and were recorded exploration assessment reports that were submitted to the British Columbia Ministry of Energy and Mines for property assessment credits. While Mr. Lane advises that he has made no attempt to verify the data, he states in the Technical Report that there is no reason to doubt its accuracy or veracity. Mr. Lane advises that he attempted to examine the drill core from 1989 to 1997 but advised that the observed racked or stacked core was quite disheveled. He stated that more than three-quarters of the core boxes could be recovered and re-racked and following that, the intact core could be verified. Mr. Lane advised that he collected some character core samples and had MS Analytical Laboratories in Langley, British Columbia, analyze the core. Mr. Lane advises that the historic drill data for the Property was adequate and that it provides a sound technical framework upon which future exploration programs could be built. Mr. Lane stated in the Technical Report that the level of QA/QC instituted by Cominco during its four phases of drilling was not known.
Mr. John Mirko, President, CEO and Director of Rokmaster, states "This acquisition presents a unique opportunity in a rising zinc market and a stable mining jurisdiction where I have been involved in permitting and constructing several metal mines in the area. This acquisition comes with no cash payments, no work commitments and the significant exploration potential comes drill ready."
R.A. (Bob) Lane, M. Sc., P. Geo., a consulting geologist, is a Qualified Person as defined by National Instrument 43-101 Standards of Disclosure for Mining Projects and has reviewed and approved of the technical disclosure in this news release.
Non-Brokered Private Placement
In connection with the Acquisition, the Company announces that it intends to complete a non-brokered private placement (the "Private Placement") for proceeds up to $1,500,000 through the issuance of 30,000,000 units (the "Units") at a price of $0.05 per Unit. Each Unit will consist of one Common Share and one common share purchase warrant ("Warrant"), with each Warrant being exercisable to purchase one Common Share at a price of $0.06 per share for a period of two years after the date of issuance. The Warrants are subject to accelerated expiry provisions which come into effect when the trading price of the Common Shares on the TSXV closes at or above $0.10 per share during any 10 consecutive trading day period commencing four months plus one day after the date of issuance. In such an event, the Company will give an expiry acceleration notice ("Notice") to Warrant holders and the expiry date of the Warrants will be 30 days from the date of the Notice.
The Private Placement is subject to certain conditions, including regulatory acceptance. It is anticipated that officers and directors of the Company will participate in the Private Placement. Finder's fees may be payable in connection with the Private Placement in accordance with TSXV policies.
Proceeds raised from the Private Placement will be used to fund initial exploration work on the Property and for general working capital purposes.
Share for Debt Settlement
The Company announces that it is in the process of negotiating share for debt settlement agreements to settle outstanding debt in the aggregate of $1,450,111.25 (the "Debt") owed to directors, officers and certain arm's length creditors. The Company intends to issue 29,002,225 common shares ("Debt Shares") at a deemed price of $0.05 per share to settle the Debt in full (the "Debt Settlement"). The Debt Settlement is subject to TSXV approval. The Debt Shares, if issued, will be issued in reliance on certain prospectus exemptions available under applicable securities legislation and will be subject to a hold period of four months and one day in accordance with applicable securities legislation and TSXV requirements.
For additional information on the Company and its projects, please visit the Company's website www.rokmaster.com or call (604) 632-9602.
On behalf of the Board of Directors of
ROKMASTER RESOURCES CORP.
John Mirko, President & Chief Executive Officer
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) nor any other regulatory authority 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. Information inferred from the interpretation of drilling results may also be deemed to be forward-looking statements, as it constitutes a prediction of what might be found to be present when and if a project is actually developed. 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.