Rockwealth Resources Corp. enters into Exclusivity Agreement with Realgold Resources Corp.

/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR RELEASE, PUBLICATION, DISTRIBUTION OR DISSEMINATION DIRECTLY, OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES./

KELOWNA, BC, July 22, 2019 /CNW/ - Rockwealth Resources Corp. (TSXV: RWR) ("RWR" or the "Company") is pleased to announce that it has entered into an exclusivity agreement (the "Exclusivity Agreement") with Realgold Resources Corp. ("Realgold") whereby the Company will have until October 17, 2019 to conduct due diligence on Realgold, with a view to negotiating the terms of a letter of intent and, if applicable, a definitive agreement in order to complete a transaction with Realgold regarding its properties (the "Potential Transaction").

About Realgold Resources Corp.                       

Realgold has assembled an extensive land portfolio in the Kyrgyz Republic that includes 16 projects in 28 licenses covering 274,124 ha within the highly prolific Tien Shan gold belt. The Carlin type potential in southwestern Kyrgyz Republic was recognized by Doug Kirwin, Realgold's President and CEO, and ground was subsequently acquired by staking.

The Tien Shan belt is an extensive 2,500km long east-west trending geological province containing >200 million ounces of gold and is host to several giant gold deposits, including the world's single largest operating gold mine (Muruntau in Uzbekistan) to the west and the giant Kumtor mine in eastern Kyrgyzstan to the east end of the belt.  Carlin type deposits are the most important source of gold in the United States and the Tien Shan belt within the Kyrgyz Republic is now recognized as hosting the 2^nd largest confirmed Carlin terrain in the world.  Realgold licences cover 90% of newly recognized and unexplored Carlin type gold belt.

Recent exploration successes on Realgold's properties include:

• A drill hole discovery of high-grade gold mineralization at Uluktau including 21m @ 33.7 g/t Au from surface; and
  
  
• A new discovery of significant Carlin type gold mineralization at Alai including 22m @ 3.6 g/t in surface hand-trench in silicified carbonaceous sediments and Jasperoid and including a hand sample that returned 50 g/t Au.

Private Placement

The Company is pleased to announce that it intends to complete a non-brokered private placement (the "Private Placement") of up to 5,000,000 common shares (each a "Share") at a price of $0.20 per Share for gross proceeds of up to $1,000,000.

The Private Placement is subject to TSX Venture Exchange approval and all securities are subject to a four month hold period. Finder's fees may be payable in connection with the Private Placement, all in accordance with the policies of the TSX Venture Exchange and applicable securities laws.

The proceeds from the Private Placement will be used for due diligence costs related to the Potential Transaction, costs to maintain its existing projects in good standing, other deal sourcing initiatives and general corporate and working capital purposes.

Further Information

Further details regarding the Potential Transaction will be provided in a future news release, if and when RWR and Realgold execute a letter of intent in respect thereof. There can be no assurance that the Potential Transaction will be completed.

Qualified Person

The scientific and technical information contained in this news release as it relates to Realgold has been reviewed and approved by Ross McElroy, a "Qualified Person" as defined in National Instrument 43-101 – Standards of Disclosure for Mineral Projects. 

ON BEHALF OF THE BOARD OF DIRECTORS

"Dev Randhawa"
Dev Randhawa
President and Director

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 news release.

This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including any of the securities in the United States of America. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "1933 Act") or any state securities laws and may not be offered or sold within the United States or to, or for account or benefit of, U.S. Persons (as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is available.

Forward-Looking Statements

This news release may contain forward-looking statements including but not limited to comments regarding the signing of a letter of intent, the Potential Transaction, the Private Placement, statements about Realgold and its intentions, and other matters. Forward-looking statements address future events and conditions and therefore involve inherent risks and uncertainties. Actual results may differ materially from those currently anticipated in such statements and the Company undertakes no obligation to update such statements, except as required by law.

There can be no assurance that the Potential Transaction or Private Placement will be completed.

Forward-looking statements are based on the then-current expectations, beliefs, assumptions, estimates and forecasts about the business and the industry and markets in which the Company operates, including that: general business and economic conditions will not change in a material adverse manner; and financing will be available if and when needed on reasonable terms. Forward-looking statements are not guarantees of future performance and involve risks, uncertainties and assumptions which are difficult to predict. Investors are cautioned that all forward-looking statements involve risks and uncertainties, including: that the Company may not be able to raise additional funds when necessary; fluctuations in currency exchange rates; and other risks and uncertainties listed in the Company's public filings. These risks, as well as others, could cause actual results and events to vary significantly. Accordingly, readers should not place undue reliance on forward-looking statements and information, which are qualified in their entirety by this cautionary statement. There can be no assurance that forward-looking information, or the material factors or assumptions used to develop such forward looking information, will prove to be accurate. The Company does not undertake any obligations to release publicly any revisions for updating any voluntary forward-looking statements, except as required by applicable securities law.

SOURCE Rockwealth Resources Corp.

Dev Randhawa, Phone: [phone]