TSXV: RKR
Frankfurt: 1RR
OTC Pink: RKMSF

VANCOUVER, Jan. 29, 2020 /CNW/ - Rokmaster Resources Corp. (the "Company") wishes to announce that it has closed the first tranche of its non-brokered private placement with the issuance of 5,000,000 units at a price of $0.06 per unit (a "Unit") for gross proceeds of $300,000. Each Unit is comprised of one common share of the Company and one non-transferable common share purchase warrant exercisable to purchase one additional common share of the Company at a price of $0.10 for a period of two years expiring on January 28, 2022 and subject to an acceleration clause as more detailed in the Company's news release dated January 2, 2020. All securities issued with respect to the first tranche are subject to a hold period expiring on May 29, 2020.

In connection with the closing of the first tranche, the Company paid cash finder's fees of $21,360 and issued 356,000 finder's Compensation Options, in aggregate, to PI Financial Corp. and Ascenta Finance Corp. Each Compensation Option entitles the holder to purchase one Unit at 0.06 per Unit for a period of one year expiring on January 28, 2021. The Units have the same terms as the Units issued to the subscribers of the private placement.

The Company intends to proceed with the non-brokered private placement (as more detailed in the Company's news release dated January 24, 2020) up until February 17, 2020, for gross proceeds of up to an additional $400,000. Closing of the balance of the private placement, the payment and/or issuance of any further finder's fee and the Huakan-RKR Agreement (as more detailed in the Company's news release dated December 30, 2019) are subject to TSX Venture Exchange (the "Exchange") approval, and which may not be completed or approved by the Exchange.

Proceeds from the private placement will be used to update a historical Preliminary Economic Assessment and exploration work related to the Revel Ridge Project and for general working capital purposes.

On behalf of the Board of Directors,

"John Mirko"

John Mirko, President and 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) accepts responsibility for the adequacy or accuracy of this release.

CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS:

This news release may contain forward-looking information within the meaning of applicable securities laws ("forward-looking statements"). Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects," "plans," "anticipates," "believes," "intends," "estimates," 'projects," "potential" and similar expressions, or that events or conditions "will," "would," "may," "could" or "should" occur. These forward-looking statements are subject to a variety of risks and uncertainties which could cause actual events or results to differ materially from those reflected in the forward-looking statements, including, without limitation: risks related to fluctuations in metal prices; uncertainties related to raising sufficient financing to fund the planned work in a timely manner and on acceptable terms; changes in planned work resulting from weather, logistical, technical or other factors; the possibility that results of work will not fulfill expectations and realize the perceived potential of the Company's properties; risk of accidents, equipment breakdowns and labour disputes or other unanticipated difficulties or interruptions; the possibility of cost overruns or unanticipated expenses in the work program; the risk of environmental contamination or damage resulting from Rokmaster's operations and other risks and uncertainties. Any forward-looking statement speaks only as of the date it is made and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking statement, whether as a result of new information, future events or results or otherwise.

SOURCE Rokmaster Resources Corp.

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