Rokmaster Resources Corp. — Capital/Financing Update 2021

Jan 12, 2021

ROKMASTER RESOURCES CORP. FORM 51-102F3 MATERIAL CHANGE REPORT

Item 1: Name and Address of Company

ROKMASTER RESOURCES CORP. (“Rokmaster” or the “Company”) 1150 - 625 Howe Street Vancouver, BC V6C 2T6

Item 2: Dates of Material Change

December 29, 2020, December 30, 2020 and January 6, 2021

Item 3: News Releases

The News Releases were disseminated by CNW and filed on SEDAR on December 31, 2020 and January 7, 2021.

Item 4: Summary of Material Changes

The Company granted 2,180,000 stock options to officers, directors, consultants and advisors of the Company under the Company’s stock option plan. The options are exercisable for a period of five years at an exercise price of $0.45 per common share.

The Company completed a non-brokered private placement (the “Financing”) for gross proceeds of $9,308,670 through the issuance of 13,727,158 Flow-Through Units (the “FT Units”) at a price of $0.44 per FT Unit and 10,214,750 Non-Flow-Through Units (the “NFT Units”) at a price of $0.32 per NFT Unit on December 30, 2020 and January 6, 2021.

Item 5: Full Description of Material Change

5.1 Full Description of Material Changes

On December 29, 2020, the Company granted 2,180,000 stock options to directors, officers, consultants and advisors of the Company under the Company’s stock option plan. The options are exercisable for a period of five years at an exercise price of $0.45 per common share.

On December 30, 2020, pursuant to the Financing, the Company issued a total of 13,727,158 FT Units at $0.44 per unit, for gross proceeds of $6,039,950, and 9,639,750 NFT Units at $0.32 per unit, for gross proceeds of $3,084,720, for aggregate gross proceeds from the Financing of $9,124,670.

Each FT Unit issued on December 30, 2020 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 $0.48 per Warrant Share for a period of two years expiring on December 30, 2022.

Each NFT Unit issued on December 30, 2020 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 $0.48 for a period of two years expiring on December 30, 2022.

All securities issued on December 30, 2020 are subject to a hold period expiring on May 1, 2021.

On January 6, 2021, pursuant to the Financing, the Company issued a total of 575,000 NFT Units at $0.32 per unit, for gross proceeds of $184,000. Each NFT Unit issued on January 6, 2021 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 $0.48 for a period of two years expiring on January 6, 2023. All securities issued on January 6, 2021 are subject to a hold period expiring on May 7, 2021.

In connection with the Financing, the Company paid finder’s fees to Ascenta Finance Corp. consisting of cash of $622,095, 910,438 finder’s warrants with an exercise price of $0.44 expiring on December 30, 2022, 651,945 finder’s warrants with an exercise price of $0.32 also expiring on December 30, 2022 and 40,250 finder’s warrants with an exercise price of $0.32 expiring on January 6, 2023.

5.2 Disclosure for Restructuring Transactions

Not applicable.

Item 6: Reliance on subsection 7.1(2) of National Instrument 51-102

Not applicable

Item 7: Omitted Information

Not applicable

Item 8: Executive Officer

John Mirko, President and CEO – Telephone: (604) 290-4647

Item 9: Date of Report

January 11, 2021