ROKMASTER RECEIVES SHAREHOLDER AND COURT APPROVAL FOR 4METALS EXPLORATION SPIN OUT
VANCOUVER, BC, Jan. 18, 2024 /CNW/ - Rokmaster Resources Corp. (TSXV: RKR) (OTCQB: RKMSF) (FSE: 1RR1) ("Rokmaster" or the "Company") is pleased to announce that, at the annual general and special meeting of the Company held on January 12, 2024 (the "Meeting"), the shareholders of Rokmaster (the "Shareholders") approved the proposed Plan of Arrangement (the "Arrangement") involving Rokmaster and its wholly-owned subsidiary, 4Metals Exploration Ltd. ("4Metals"). For details regarding the Arrangement, see the Company's news release dated November 20, 2023.
At the Meeting, the special resolution approving the Arrangement was approved by 99.91% of the Shareholders present in person or represented by proxy. Accordingly, the shareholder approval required to proceed with the Arrangement has been obtained.
The Company is also pleased to announce that the Supreme Court of British Columbia has granted a final order approving the Arrangement on January 17, 2024, enabling Rokmaster to proceed with the completion of its spin-out of 4Metals to the Shareholders.
The Arrangement is still subject to several conditions, including the following:
Regulatory approvals;
Completion of a financing to raise working capital for 4Metals; and
Other closing conditions customary in a transaction of this nature.
The Company will announce the closing of the Arrangement (the "Effective Date") as soon as it is determined.
As a reminder, Rokmaster shareholders as of the Effective Date will receive new common shares of Rokmaster (each, a "New Rokmaster Share") and common shares of 4Metals (the "4Metals Shares") by way of a share exchange, pursuant to which each existing common share of Rokmaster (an "Existing Rokmaster Share") will be exchanged for one New Rokmaster Share and 0.125 of a 4Metals Share (or one 4Metals Share distributed for every eight Existing Rokmaster Shares held) rounded down to the next whole number of 4Metals Shares.
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: receipt of regulatory approvals; successful completion of the Arrangement and related transactions; risks related to fluctuations in metal prices; uncertainties related to raising sufficient financing, for working capital and 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 or 4Metals' operations and other risks and uncertainties as disclosed in the information circular mailed to Shareholders in connection with the Meeting to approve the Arrangement. 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.
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