Rokmaster Resources Corp. — Capital/Financing Update 2025

Jun 12, 2025

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

June 9, 2025

Item 3: News Release

The News Release was disseminated by CNW and filed on SEDAR+ on June 10, 2025.

Item 4: Summary of Material Changes

Closing of $450,000 non-brokered financing.

Item 5: Full Description of Material Change

5.1 Full Description of Material Changes

The Company announced that it has closed the non-brokered financing (the "Financing") announced on April 4, 2025 involving the issuance of flow-through shares (the "FT Shares") and non-flow-through units (the "NFT Units") for total gross proceeds of $450,000.

Pursuant to the Financing, the Company issued a total of 6,250,000 FT Shares at $0.04 per FT Share, for gross proceeds of $250,000, and 10,000,000 NFT Units at $0.02 per NFT Unit, for gross proceeds of $200,000.

Each NFT Unit will consist of one common share plus one-half (1/2) non-transferable share purchase warrant (a "Warrant"). Each whole Warrant is exercisable to purchase one additional common share of the Company (the "Warrant Share") at $0.05 for a period of two years expiring on June 9, 2027. The Warrants are subject to an accelerated expiry date, which comes into effect when the trading price on the TSX Venture Exchange of the Company's common shares closes at or above $0.10 per share for a period of 10 consecutive trading days commencing on October 10, 2025. In such event, the Company may, at its option, accelerate the expiry date of the Warrants by issuing a press release (the "Notice") to the Warrant holders and in such case, the expiry date of the Warrants will be 30 days from the date of the Notice.

The securities issued pursuant to the Financing are subject to a four-months and one day hold period expiring October 10, 2025 and were not offered or registered in the United States.

The gross proceeds raised from the sale of the FT Shares will be used by the Company for exploration financing that will qualify as "Canadian Exploration Expenses", as that term is defined in the Income Tax Act (Canada) only. The net proceeds raised from the sale of the NFT Units will be used by the Company on non-flow-through eligible exploration project expenses, share issuance costs related to the Financing, as well as for general working capital purposes which do not include payments to non-arm's length parties, investor relations activities and for specific expenses representing 10% or more of the gross proceeds from the issuance of NFT Units.

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Certain insiders of the Company acquired a total of $45,000 of the NFT Units 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.

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

June 11, 2025