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Red Rock Capital Corp (2)
Symbol	RCC
Shares Issued	22,520,366
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Red Rock Capital enters amended property option deal

2023-05-23 20:11 ET - News Release

Tincher Subject: News Release - Red Rock Capital Corp. Word Document File: '\\swfile\EmailIn\20230523 165824 Attachment Red Rock Capital Corp. - Jadeite Capital Corp - News Release (Amended Property Option Agreement) May 23-23.DOCX' 2 RED ROCK CAPITAL CORP. Suite 2200, 885 West Georgia Street Vancouver, British Columbia, V6C 3E8 NEWS RELEASE RED ROCK ANNOUNCES AMENDED PROPERTY OPTION AGREEMENT May 23, 2023 - Red Rock Capital Corp (TSX-V: RCC.H) (the "Company") further to the Company's news release dated March 24, 2022 and November 28, 2022, the Company is pleased to announce that it has entered into an amended property option agreement (the "Amended Option Agreement"), dated May 19, 2023 with Jadeite Capital Corp. (the "Vendor"). The Amended Option Agreement amends the existing property option agreement (the "Option Agreement"), dated November 23, 2022 with the Vendor, pursuant to which the Company has been granted an option (the "Option") to acquire a series of mineral claims located in the Province of Quebec and commonly known by the names "Gosselin" and "Normetal South" (collectively, the "Project"). Amendment Summary Pursuant to the terms of the Option Agreement, as amended by the Amended Option Agreement, the Company has been granted the Option to acquire the Project from the Vendor. In order to exercise the Option, the Company is required to complete a series of cash payments totaling $300,000 and issue a total of 7,750,000 units (each, a "Consideration Unit") to the Vendor in accordance with the following schedule: Deadline Cash Payment Consideration Unit Issuance Closing of the Transaction $150,000 1,937,500 Red Rock Units Six Month Anniversary of Closing $150,000 - First Anniversary of Closing - 1,937,500 Red Rock Units Second Anniversary of Closing - 1,937,500 Red Rock Units Third Anniversary of Closing - 1,937,500 Red Rock Units Total $300,000 7,750,000 Consideration Units Each "Consideration Unit" consists of one common share of the Company (a "Share"), and one Share purchase warrant (a "Warrant") each of which will entitle the Vendor to acquire an additional Share at a price of $0.20 for a period of five years. All Consideration Units issued to the Vendor will be subject to statutory restrictions on resale prescribed by applicable securities laws and may be subject to escrow in accordance with the policies of the TSX-V. During the term of the Option, the Company shall have full right, power and authority to do everything necessary or desirable to determine the manner of exploration and development of the Project. Pursuant to the Amended Option Agreement, the Company is not required to issue any Shares comprising such Consideration Units to the Vendor should the issuance result in the Vendor holding more than 9.99% of the issued and outstanding Shares on a non-diluted basis. The non-issuance of Shares shall not constitute an event of automatic termination under the Option Agreement, however, such Shares shall be deemed to be owing as of the prescribed date in the Option Agreement. The Company may satisfy the issuance of Shares comprising such Consideration Units on an ongoing basis provided that in the event Shares comprising such Consideration Units are owing on the date which is thirty-six (36) months from closing, the Company may, in its sole discretion, settle the Shares comprising such Consideration Units that are owing in cash. The cash value of any Shares comprising such Consideration Units settled in cash shall equal the value of the number of Shares comprising such Consideration Units based on the five-day volume-weight average price of the Shares on the TSX-V ending on the last trading day immediately preceding the date which is thirty-six (36) months from closing. Pursuant to the Amended Option Agreement, the Vendor is not permitted to, without the prior approval of the Company, to exercise, or convert, any portion of the Warrants comprising the Consideration Units held by the Vendor into Shares, which would result in the Vendor, any parties with which it is acting jointly or in concert, becoming an 'Insider' of the Company, as that term is defined in the policies of the TSX-V. Transaction Update In connection with the grant of the Option pursuant to the Option Agreement, as amended by the Amended Option Agreement (the "Transaction"), it is anticipated that the Company will be listed as a Tier 2 Mining issuer on the TSX-V and will be involved in the exploration and development of the Project. The Transaction is intended to constitute the Company's "qualifying transaction" pursuant to Policy 2.4 - Capital Pool Companies of the TSX-V. In connection with the Transaction, it is anticipated that the Company will change its name to "Auric Resources Corp." The Company is currently advancing the Transaction with the TSX-V. Project Located in the northwestern Abitibi region of Quebec, the Project is based in the Normetal Polymetallic Mining Camp currently controlled by AMEX Exploration Inc., Starr Peak Mining Ltd. and Generic Gold Corp. The towns of Normetal (5km N) and LaSarre (25km SE) are the closest communities with infrastructure. Since 1952, some 24 assessment reports of exploration work done (i.e. grab samples and 66 historic diamond drill holes) within the limits of the Normetal South property were filed with the Quebec Ministry of Mines. More recently, Geotech Ltd. (of Aurora, Ontario) carried out a helicopter-borne geophysical survey (between August 12 and October 28, 2021) using the VTEM Plus and Horizontal Magnetic Gradiometer systems at a total cost of $116,727.66. The VTEM data shows 3 major anomalies with a source in bedrock where historic diamond drilling yielded narrow to moderate drill core lengths containing semi-massive sulphides (mostly pyrrhotite-pyrite) linked to graphitic sediments, volcanic tuffaceous units and porphyries. Directors and Management Upon completion of the Transaction, it is expected that the Company will reconstitute its board of directors and management of the Company as follows: Morgan Tincher CEO & Director Mr. Tincher brings over 25 years of corporate finance and development experience in the natural resources, technology and entertainment industries. Serving in key board and management positions with a number of public and private companies throughout his career. Having particular expertise in capital structuring, financial analysis, investor relations and corporate governance, Mr. Tincher brings valued depth of perspective to the Company as it aims to successfully navigate a well-positioned slate of exploration and development programs. Akash Patel CFO & Director Akash Patel has worked in the investment industry for over 10 years with junior companies from inception and incorporation to final listing. He has acted as CEO and director of several public companies and as the head of his own accounting firm. Mr. Patel specializes in the assistance of initial public offerings and regulatory filings, as well as corporate tax filings. Mr. Patel has received a Business Degree and a Bachelors in Accounting from the British Columbia Institute of Technology with a major in accounting and taxation. He brings public and private experience having worked at several Chartered Accounting firms and conducted audits for the public sector. He has also been an active board member and contributed to the start-up of Makena Resources Inc (CAJ), MX Gold Corp (MXL), WestKam Gold Corp. (WKG), Cameo Industries (CRU) and Cresval Capital Corp (CRV). Aleem Nathwani Director (Independent) Mr. Nathwani has held a number of senior positions with public companies where he has played pivotal roles in business and corporate development. His role at TELUS Communications (TSX: T) included driving early-stage portfolios through to multi-million dollar commercialization and revenues. While at Nutanix (Nasdaq:NTNX), Mr. Nathwani was one of the earliest employees pre-IPO within the company, helping drive business development efforts for 7+ years, during which the company raised in excess of $300M at a $1B+ valuation. Mr. Nathwani continues to hold senior level roles with early-stage companies, and helps in areas of capital raising, M&A transactions and corporate governance. Thomas J. Obradovich Director (Independent) Mr. Obradovich has more than 35 years experience in mining exploration, development and financing. He was president and chief executive officer of Barkerville Gold Mines from January 2015, to July 2016. During his tenure, Barkerville Gold went from having $30-million in debt with a market capitalization of $30-million to cash position of $40-million, no debt and a market cap of $200-million. Mr. Obradovich was one of the key individuals behind Aurelian Resources (acquired by Kinross Gold Mines for $1.2 billion in 2008), which discovered the Fruta Del Norte gold deposit in Ecuador. He was also the co-founder of Canadian Royalties Inc., which discovered and developed the Raglan south nickel belt. Mr. Obradovich acquired most of the Matachewan gold camp and, through a reverse takeover of Young-Davidson Mines Ltd., upgraded and doubled the resource which was subsequently acquired by Northgate Minerals in 2005. Mr. Obradovich is a graduate of the Haileybury School of Mines in mining technology and advanced field geophysics. Upon completion of the Transaction, it is expected that the Company will also change its name. The Company will provide further information concerning the proposed new name as soon as it becomes available. Qualified Person Jean Lafleur, P. Geo. is a "qualified person" in accordance with National Instrument 43-101 - Standards of Disclosure for Mineral Projects and has reviewed and approved the technical information contained in this news release. Further Information Completion of the Transaction is subject to a number of conditions including the receipt of all required regulatory and third-party consents, including approval of the TSX-V, and satisfaction of other customary closing conditions. The Company does not anticipate that the Transaction will require approval of the shareholders of the Company. The Company and the Vendor have agreed to structure the Transaction in the manner most tax efficient for the Vendor and as such the Transaction structure is subject to change based upon the advice from the parties' respective legal and tax advisors. The Transaction cannot close until the required approvals are obtained. There can be no assurance that the Transaction will be completed as proposed or at all. The Transaction is not contingent on financing, nor is any financing currently contemplated to take place concurrently with the Transaction. No finders' fees or commissions are payable in connection with completion of the Transaction, and no advances or loans to the Vendor are contemplated. The Company is at arm's-length from the Vendor, and the principal of the Vendor is Chris Irwin. The Project comprises two large land packages within the Chicobi Belt located in the Quebec Abitibi, positioned between the Normetal Fault, the Chicobi North Fault and the Macamic Fault which are major structures associated with significant polymetallic and gold discoveries. In connection with the Transaction, the Company has commissioned a geological report on the Project. Prior to completion of the Transaction, a copy of the geological report will be filed and posted on SEDAR. Further information on the Transaction will be available and posted on SEDAR upon completion of a filing statement that will be prepared by the Company. Trading in the common shares of the Company will remain halted pending further filings with the TSX-V. For further information please contact: Aleem Nathwani Chief Executive Officer Email: aleem.nathwani@gmail.com Phone: 604-290-7073 Completion of the Transaction is subject to a number of conditions, including but not limited to, TSX-V acceptance. The Transaction cannot close until the required approvals are obtained, and the outstanding conditions satisfied. There can be no assurance that the Transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the filing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of the Company should be considered highly speculative. The TSX-V has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this press release. Neither the TSX-V nor its Regulation Services Provider (as that term is defined in policies of the TSX-V) accepts responsibility for the adequacy or accuracy of this release. This news release may contain certain "Forward-Looking Statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995 and applicable Canadian securities laws. When or if used in this news release, the words "anticipate", "believe", "estimate", "expect", "target, "plan", "forecast", "may", "schedule" and similar words or expressions identify forward-looking statements or information. These forward-looking statements or information may relate to the Transaction and various approvals required in connection with the Transaction, the reliability of third-party information and other factors or information. Such statements represent the Company's current views with respect to future events and are necessarily based upon a number of assumptions and estimates that, while considered reasonable by the Company, are inherently subject to significant business, economic, competitive, political and social risks, contingencies and uncertainties. Many factors, both known and unknown, could cause results, performance or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward-looking statements. The Company does not intend, and does not assume any obligation, to update these forward-looking statements or information to reflect changes in assumptions or changes in circumstances or any other events affecting such statements and information other than as required by applicable laws, rules and regulations.