Rokmaster Resources Corp. — Capital/Financing Update 2023

Feb 17, 2023

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: Date of Material Change

February 16, 2023

Item 3: News Release

The News Release was disseminated by CNW and filed on SEDAR on February 17, 2023.

Item 4: Summary of Material Changes

The Company closes first tranche of finacning.

Item 5: Full Description of Material Change

5.1 Full Description of Material Changes

The Company closed the first tranche of its non-brokered financing (the “Financing”) with the issuance of 4,000,000 units at a price of $0.10 per unit (a “Unit”) for gross proceeds of $400,000.

Each Unit is comprised of one common share of the Company and one-half (1/2) nontransferrable 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 $0.175 per Warrant Share for a period of one year expiring on February 16, 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 $0.25 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”).

The securities issued pursuant to the Financing are subject to a four-months and one day hold period expiring June 17, 2023 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 $18,865, and issued a total of 188,650 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 $0.175 for a period of one year expiring on February 16, 2024 and is also subject to the Acceleration Provision above.

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 17, 2023