/NOT FOR DISTRIBUTION TO THE U.S. NEWSWIRE
OR FOR DISSEMINATION IN THE UNITED
STATES/
REGINA, SK, Feb. 4, 2022 /CNW/ - ROK Resources Inc.
("ROK" or the "Company") (TSXV: ROK) is pleased to
announce that it has amended the terms of its previously announced
offering of Subscription Receipts (as defined below), subject to
TSX Venture Exchange (the "Exchange") approval and any
conditions related thereto. Under the amended terms of the
Offering (as defined below), a syndicate of underwriters led by
Echelon Capital Markets (the "Underwriters") have agreed to
purchase 83,334,000 Subscription Receipts (the
"Subscription Receipts") from the treasury of
the Company, at a price of $0.18 per
Subscription Receipt (the "Issue Price") and offer them to
the public by way of short-form prospectus for total gross proceeds
of $15,000,120 (the
"Offering").
Each Subscription Receipt will entitle the holder thereof to
receive, upon the satisfaction of certain conditions, including the
completion of the Acquisition (as defined below), and without
payment of additional consideration or further action, one unit (a
"Unit"), consisting of one common share of the Company (each
a "Common Share") and one Common Share purchase warrant
(each a "Warrant"). Each Warrant will entitle the holder
thereof to acquire one additional Common Share at an exercise price
of $0.25 for a period of 36
months from the closing date. The Company will apply to list the
Common Shares and Warrants underlying the Unit on the
Exchange.
The Company has granted the Underwriters an option to purchase
up to an additional 15% of the Subscription Receipts at the Issue
Price. The Over-Allotment Option may be exercised in whole or in
part to purchase Subscription Receipts as determined by the
Underwriters upon written notice to the Company at any time up to
30 days following the Closing Date (the "Over-Allotment
Option").
The Company will use the net proceeds from the Offering to fund
a portion of the cash consideration of the acquisition of certain
oil & gas assets from Federated Co-operatives Limited (the
"Acquisition"), in addition to transaction costs and other
general corporate purposes.
The Offering will be completed (i) by way of a short form
prospectus of the Company to be filed in the provinces of
Ontario, Alberta, British
Columbia, and such other provinces as agreed to by the
Underwriters and the Company, (ii) on a private placement basis in
the United States pursuant to
exemptions from the registration requirements of the United States
Securities Act of 1933, as amended (the "U.S. Securities
Act") and (iii) outside Canada
and the United States on a basis
which does not require the qualification or registration of any of
the Company's securities under domestic or foreign securities
laws.
This news release does not constitute an offer to sell or a
solicitation of an offer to sell any of securities in the United States. The securities have not
been and will not be registered under the U.S. Securities Act or
any state securities laws and may not be offered or sold within
the United States or to U.S.
Persons unless registered under the U.S. Securities Act and
applicable state securities laws or an exemption from such
registration is available.
The Offering is expected to close on or about February 24, 2022, or such other date as the
Company and the Underwriters may agree, and is subject to customary
closing conditions, including the approval of the securities
regulatory authorities and the Exchange.
About ROK
ROK is primarily engaged in exploring for
petroleum and natural gas development activities in Saskatchewan. Its head office is located in
Regina, Saskatchewan, Canada and
ROK's common shares are traded on the Exchange under the trading
symbol "ROK".
Cautionary Statement Regarding Forward-Looking
Information
This news release includes certain
"forward-looking statements" under applicable Canadian securities
legislation that are not historical facts. Forward-looking
statements involve risks, uncertainties, and other factors that
could cause actual results, performance, prospects, and
opportunities to differ materially from those expressed or implied
by such forward-looking statements. Forward-looking statements in
this news release include, but are not limited to, statements with
respect to the Company's objectives, goals, or future plans with
respect to pursuing the objectives and the expectations regarding
the expected results thereof. Forward-looking statements are
necessarily based on several estimates and assumptions that, while
considered reasonable, are subject to known and unknown risks,
uncertainties and other factors which may cause actual results and
future events to differ materially from those expressed or implied
by such forward-looking statements. Such factors include but are
not limited to general business, economic and social uncertainties;
litigation, legislative, environmental, and other judicial,
regulatory, political and competitive developments; delay or
failure to receive board, shareholder or regulatory approvals;
those additional risks set out in ROK's public documents filed on
SEDAR at www.sedar.com; and other matters discussed in this news
release. Although the Company believes that the assumptions and
factors used in preparing the forward-looking statements are
reasonable, undue reliance should not be placed on these
statements, which only apply as of the date of this news release,
and no assurance can be given that such events will occur in the
disclosed time frames or at all. Except where required by law, the
Company disclaims any intention or obligation to update or revise
any forward-looking statement, whether because of new information,
future events, or otherwise.
Neither the Exchange nor its Regulation Services Provider (as
that term is defined in the policies of the Exchange) accepts
responsibility of the adequacy or accuracy of this release.
SOURCE ROK Resources Inc.
