08:31:54 EDT Mon 29 Apr 2024
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Red Rock Capital amends property option agreement

2024-02-22 20:07 ET - News Release

Mr. Morgan Tincher reports

RED ROCK ANNOUNCES AMENDED PROPERTY OPTION AGREEMENT AND CLOSING OF QUALIFYING TRANSACTION

Red Rock Capital Corp. has entered into an amended property option agreement dated Feb. 20, 2024, as between the company and Jadeite Capital Corp., pursuant to which the parties have agreed to amend the cash payment terms as shown in the attached table.

The amended property option agreement makes no other changes to the terms of the property option agreement dated Nov. 23, 2022, as amended May 19, 2023, and the qualifying transaction (as defined herein) as described in the company's filing statement dated Feb. 9, 2024, other than to amend the timing of the cash payment terms as set out herein. A copy of the amended property option agreement and the filing statement are available on the company's SEDAR+ profile.

The company is also pleased to announce that, further to the company's news releases dated Feb. 12, 2024, May 23, 2023, March 24, 2022, and Nov. 28, 2022, the company has closed on the property option agreement, as amended by the amended property option agreement and its previously announced qualifying transaction. In connection with closing of the property option agreement, as amended by the amended property option agreement and qualifying transaction, the company issued to Jadeite 1,937,500 units of the company, with each consideration unit comprising one common share in the capital of the company and one share purchase warrant, with each warrant exercisable to acquire one share at an exercise price of 20 cents for a period of three years.

All securities underlying the consideration units are subject to a four-month-and-one-day hold period expiring on June 23, 2024. The shares comprising the consideration units are subject escrow pursuant to the policies of the TSX Venture Exchange.

Additional information with respect to the qualifying transaction and the company can be found in the filing statement, as updated by the amended property option agreement.

In connection with the closing of the qualifying transaction, the company's board of directors now consists of Morgan Tincher, Akash Patel, Aleem Nathwani and Thomas J. Obradovich. Officers of the company now consist of Morgan Tincher as chief executive officer, Akash Patel as chief financial officer and corporate secretary.

The company has changed its name to Auric Resources Corp. and will trade on the TSX Venture Exchange under the symbol RES.

Following closing of the qualifying transaction, the company will no longer be a capital pool company under the policies of the TSX-V and will graduate from NEX to Tier 2 of the TSX-V.

Final acceptance of the qualifying transaction will occur upon the issuance of a final exchange bulletin, which will provide the date on which the company's common shares will resume trading. The company anticipates the exchange bulletin will be issued on Feb. 23, 2024, and the company's common shares will resume trading on Feb. 27, 2024. Until such time, in accordance with the policies of the TSX-V, the company's common shares are currently halted from trading and will remain so until such time as required by TSX-V policies.

We seek Safe Harbor.

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