ROKMASTER CLOSES PRIVATE PLACEMENT

VANCOUVER, BC, July 14, 2023 /CNW/ - Rokmaster Resources Corp. (TSXV: RKR) (OTCQB: RKMSF) (FSE: 1RR1) ("Rokmaster" or the "Company") is pleased to announce that it has closed its non-brokered financing (the "Financing") with the issuance of 10,000,000 units at a price of $0.05 per unit (a "Unit") for gross proceeds of $500,000.

Each Unit is comprised of one common share of the Company and one-half (1/2) non-transferrable common share purchase warrant. Each whole warrant entitles the holder to purchase one additional common share of the Company (a "Warrant Share") at a price of $0.09 per Warrant Share for a period of one year expiring on July 14, 2024 (the "Expiry Date"), subject to the Acceleration Provision.  

If at any time prior to the Expiry Date, the Company's common shares trade at or above a price of $0.15 per common share on the TSX Venture Exchange (the "Exchange") for a period of 10 consecutive trading days commencing four months plus one day after the issue date, the Company may, at its option, accelerate the Expiry Date by issuing a press release announcing such acceleration (the "Acceleration Press Release"), and, in such case, the Expiry Date shall be deemed to be the 30th day following the date of issuance of the Acceleration Press Release (the "Acceleration Provision").

Certain insiders of the Company acquired $245,000 of the Financing and as such a portion of the Financing is considered a related party transaction as defined in the Exchange's Policy 5.9 and Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101").The Company is relying upon the exemption from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of the shares subscribed for, nor the consideration paid for the shares, exceeds 25% of the Company's market capitalization

The securities issued pursuant to the Financing are subject to a four-months and one day hold period expiring November 15, 2023 and were not offered or registered in the United States.

Proceeds from the Financing will be used to fund the Company's projects and for general working capital purposes.

On Behalf of the Board of Directors of

Rokmaster Resources Corp.

John Mirko,
President & Chief Executive Officer.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term in defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this press 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.

Please contact Mr. John Mirko, CEO of Rokmaster Resources, [email protected], Ph. [phone] or the Company's website: www.rokmaster.com; For shareholder information please contact: Mike Kordysz, [email protected], Ph. [phone]