Rokmaster Resources Corp. — Capital/Financing Update 2022

Feb 25, 2022

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

Item 1: Name and Address of Company

ROKMASTER RESOURCES CORP. (“Rokmaster” or the “Company”) 615 - 625 Howe Street Vancouver, BC V6C 2T6

Item 2: Dates of Material Change

February 14, 2022 and February 23, 2022

Item 3: News Releases

The News Releases were disseminated by CNW and filed on SEDAR on February 15, 2022 and February 24, 2022.

Item 4: Summary of Material Changes

The Company completed a non-brokered private placement (the “Financing”) for total gross proceeds of $4,000,000 through the issuance of 16,000,000 Units (the “Units”) at a price of $0.25 per Unit.

Item 5: Full Description of Material Change

5.1 Full Description of Material Changes

The Company announced that it has completed a non-brokered financing (the “Financing”) involving the issuance of 10,853,000 units and 5,147,000 units (collectively the ‘Units”) on February 15, 2022 and February 24, 2022, respectively, at a price of $0.25 per Unit for total gross proceeds of $4,000,000.

Each Unit is comprised of one common share of the Company and one non-transferrable common share purchase warrant to purchase one common share of the Company (a “Warrant Share”) at a price of $0.45 per Warrant Share for a period of two years from the date of issuance (the “Expiry Date”), subject to the Acceleration Provision. 10,853,000 share purchase warrants will expire on February 14, 2024 and 5,147,000 share purchase warrants will expire on February 23, 2024.

If at any time prior to the Expiry Date, the Company’s common shares trade at or above a price of $0.65 per common share on the TSX Venture 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”). The securities issued pursuant to the Financing are subject to a four-months and one day hold period and were not offered or registered in the United States.

In connection with the closing of the Financing, the Company paid cash finder’s fees in aggregate of $229,967.50, and issued a total of 919,870 finder’s warrants (the “Finder’s Warrants”) to certain finders. Each Finder’s Warrant entitles the holder to purchase one Warrant Share at a price of $0.45 for a period of two years from the date of issuance and is also subject to the Acceleration Provision above. 601,510 finder’s warrants will expire on February 14, 2024 and 318,360 finder’s warrants will expire on February 23, 2024.

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

February 24, 2022