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Rokmaster Resources Corp. — Capital/Financing Update 2025
Oct 28, 2025
46864_rns_2025-10-28_a79333fc-ebd1-4a26-bc63-f14a5642c6be.pdf
Capital/Financing Update
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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
October 15 and 24, 2025
Item 3: News Release
The News Releases were disseminated by CNW and filed on SEDAR+ on October 16, 2025 and October 28, 2025.
Item 4: Summary of Material Changes
Closing of $714,000 non-brokered flow-through financing.
Item 5: Full Description of Material Change
5.1 Full Description of Material Changes
On October 15, 2025, the Company closed the first tranche of the flow-through funding announced on October 7, 2025 (the "FT Financing") with the issuance of 11,450,000 FT Units (the "FT Units") at a price of $0.04 per FT Unit for gross proceeds of $458,000 (the "First Tranche").
Each FT Unit issued in the First Tranche is comprised of one flow-through common share (the "FT Share") plus one-half (1/2) non-transferable non-flow-through share purchase warrant (each whole warrant, a "NFT Warrant"). Each NFT Warrant is exercisable to purchase one additional non-flow-through common share of the Company (the "NFT Warrant Share") at $0.06 for a period of two years expiring on October 15, 2027.
In connection with the First Tranche, the Company paid cash finder's fees of $14,000 and issued 350,000 finder's warrants (the "Finder's Warrant") with respect to the sale of FT Units to an arm's length subscriber. Each Finder's Warrant entitles the holder to purchase one additional common share of the Company at $0.05 for a period of two years expiring on October 15, 2027.
The securities issued pursuant to the First Tranche and Finder's Warrants are subject to a four-month and one day hold period expiring on February 16, 2026.
On October 24, 2025, the Company closed the final tranche (the "Final Tranche") of the FT Financing with the issuance of 6,400,000 FT units at a price of $0.04 per FT unit (a "FT Unit") for gross proceeds of $256,000.
Each FT Unit issued in the Final Tranche is comprised of one flow-through common share (the "FT Share") plus one-half (1/2) non-transferable non-flow-through share purchase warrant (each whole warrant, a "NFT Warrant"). Each NFT Warrant is exercisable to purchase one additional non-flow-through common share of the Company (the "NFT Warrant Share") at $0.06 for a period of two years expiring on October 24, 2027.
The securities issued pursuant to the Final Tranche are subject to a four-month and one day hold period expiring on February 25, 2026.
The FT Shares will qualify as "flow-through shares" (within the meaning of subsection 66(15) of the Income Tax Act (Canada) (the "Tax Act"). The gross proceeds raised from the issuance of the FT Shares will be used by the Company to incur "Canadian exploration expenses" (within the meaning of the Tax Act).
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
October 28, 2025