Rokmaster Resources Corp.

Rokmaster Resources Corp.

September 23, 2013 13:37 ET

Rokmaster and AM Gold Amend Pinaya Option

VANCOUVER, BRITISH COLUMBIA--(Marketwired - Sept. 23, 2013) - Rokmaster Resources Corp. (TSX VENTURE:RKR)(LMA:RKR) ("Rokmaster" or the "Company") and AM Gold Inc. ("AM Gold") announce that they have entered into an amending agreement on September 18, 2013 (the "Amending Agreement") pursuant to which they have amended certain provisions of the Option and Joint Venture Agreement dated July 16, 2012 (the "Agreement") with AM Gold and AM Gold's Peruvian subsidiary, Canper Exploraciones S.A.C., pursuant to which Rokmaster may earn up to a 75% interest in the Pinaya Gold-Copper Project ("Property") located in Caylloma and Lampa Provinces, Peru.

Under the terms of the Agreement, Rokmaster was to have made an option cash payment of $400,000 on or before September 11, 2013. Under the Amending Agreement, in lieu of having made such cash payment, the parties have agreed that Rokmaster must make the following cash payments to AM Gold (the "New Cash Payments"):

  • $75,000 within two business days from the date of execution of the Amending Agreement (the "First Payment");
  • an additional $125,000 on or before January 11, 2014; and
  • an additional $125,000 on or before 30 days following the earliest of: (I) the raising of $500,000 or more by Rokmaster through debt or equity or any merger by Rokmaster where the surviving party has $500,000 or more of cash or short-term investments, (II) the receipt by Rokmaster of any drill permit for the Property and (III) April 1, 2014,

and issue to AM Gold an additional 1,000,000 common shares of Rokmaster (the "Additional Shares"), subject to receipt of approval from the TSX Venture Exchange ("Exchange Approval"). If Rokmaster does not receive Exchange Approval to the issuance of the Additional Shares on or before November 1, 2013, then Rokmaster must pay AM Gold an additional $100,000 within two business days from such deadline. Rokmaster has agreed that the New Cash Payments along with the issuance of the Additional Shares (or the payment of $100,000 in lieu of the Additional Shares if Rokmaster does not obtain Exchange Approval) are binding obligations of Rokmaster, are not optional, and cannot be avoided by any termination of the Agreement, as amended.

To keep Rokmaster's option in good standing, the parties have also agreed to reduce from $2,500,000 to $1,500,000 the amount that Rokmaster must incur in Property expenditures by September 11, 2014, to increase from $5,100,000 to $6,100,000 the amount that Rokmaster must incur in Property expenditures by September 11, 2016 and to extend by six months to March 11, 2015 the period during which Rokmaster must complete a minimum of 3,000 metres of drilling on the Property.

A director of Rokmaster has agreed to loan Rokmaster $75,000 to make the First Payment. The loan bears interests at 1.5% per month and is due on September 19, 2014, and may be repaid by Rokmaster prior to its maturity without penalty.

John Mirko, Rokmaster's President and CEO, commented, "We wish to thank our shareholders and AM Gold for their continued support in moving the Pinaya Project forward."

For additional information on the Company and its projects in English and Spanish, including NI 43-101 gold-copper resource estimates on Pinaya, please visit the Company's website or call (604) 632-9602.

On behalf of the Board of Directors of ROKMASTER RESOURCES CORP.

John Mirko, President & Chief Executive Officer.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) nor any other regulatory authority accepts responsibility for the adequacy or accuracy of this release.

Forward-Looking Information

Information set forth in this news release contains forward-looking information that is based on assumptions as of the date of this news release. This forward-looking information reflects management's current estimates, beliefs, intentions and expectations. They are not guarantees of future performance. Rokmaster cautions that all forward-looking information is inherently uncertain and that actual performance may be affected by a number of material factors, many of which are beyond Rokmaster's control. Such factors include, among other things: risks and uncertainties relating to Rokmaster's ability to implement and complete exploration programs and Rokmaster's limited operating history and the need to comply with environmental and governmental regulations. Accordingly, actual and future events, conditions and results may differ materially from the estimates, beliefs, intentions and expectations expressed or implied in the forward-looking information. Except as required under applicable securities legislation, Rokmaster undertakes no obligation to publicly update or revise forward-looking information. For more information on Rokmaster Resources Corp. investors should review the Company's filings that are available at

Contact Information

  • Rokmaster Resources Corp.
    John Mirko
    President & Chief Executive Officer
    (604) 632-9602