Rokmaster Resources Corp. is pleased to announce it has entered into an arm's length letter agreement dated April 2, 2015 pursuant to which it has agreed to purchase all of the issued and outstanding shares of Transworld Mining Investments S.A.C., a Peruvian corporation, from TMI's two individual shareholders.
TMI is a private Peruvian corporation that owns a comprehensive exploration database and certain mineral concessions in the Peruvian departments of Tacna, Ayacucho and Arequipa, as well as an option (the "Option") to acquire a fully permitted and producing copper, gold, silver flotation plant (the "Flotation Plant") of 150 tonne per day capacity, as well as certain permits, water rights, electrical substation, ore supply contracts, office and housing facilities, surface title lands and other rights, adjacent to the Pan American Highway near Nazca, Peru, for the sum of US$1,200,000. The Flotation Plant is expandable and the site includes a separate non-operating, parallel gold-silver processing plant (the "Processing Plant" and collectively with the Flotation Plant, the "Plants").
The aggregate purchase price payable to the Vendors for the TMI Shares is (a) US$100,000, which sum may be paid in cash or in units of Rokmaster ("Rokmaster Units), as determined by Rokmaster in its sole discretion, which Rokmaster Units would be issued at a deemed price of Cdn$0.05 per Rokmaster Unit and would each be comprised of one common share of Rokmaster (a "Rokmaster Share") and one share purchase warrant entitling the holder to purchase an additional common share of Rokmaster at a price of Cdn$0.07 per share for a period of 6 months following the date that TMI has obtained ownership of the Plants and related assets; and (b) a 5% net profits interest in respect of the operation of the Plants or the mineral concessions. Following Rokmaster's acquisition of the TMI Shares, upon TMI's exercise of the Option, the Vendors are also entitled to a further payment of US$300,000, which sum may be paid in cash or in Rokmaster Shares, or a combination of both cash and Rokmaster Shares, as determined by Rokmaster in its sole discretion. Finder's fees may be payable in connection with the purchase of the TMI Shares, in accordance with TSX Venture Exchange (the "Exchange") policies.
The Letter Agreement is subject the approval of the Exchange and the Board of Directors of Rokmaster.
"We are extremely fortunate to have entered into this transaction which provides a new and complimentary business for Rokmaster, with the potential to generate positive cash flow to help fund continued expansion, exploration and development of the Company's projects. Our management team and consultants have considerable production experience and this transaction gives us the opportunity to bring that fully to bear in Peru," stated John Mirko, Rokmaster's President and CEO.
In addition, Rokmaster announces that it intends to request that the arbitration proceedings commenced against AM Gold Inc. ("AMG") with respect to the Pinaya Project, described in the Rokmaster news release dated November 25, 2014, be resumed. In mid-February 2015, the arbitrator suspended the proceedings as the parties had been engaged in what Rokmaster believed were productive negotiations. Unfortunately, for reasons unknown to Rokmaster, negotiations have recently broken down. In the arbitration, Rokmaster delivered a Statement of Claim dated December 15, 2014, AMG delivered a Statement of Defence and Counterclaim dated December 30, 2014, and Rokmaster delivered a Statement of Defence to Counterclaim dated January 14, 2015.
Rokmaster does not see any merit in the Counterclaim, which complains about Rokmaster's September 22, 2014, news release, and intends to defend the Counterclaim vigorously. In addition to challenging the jurisdiction of the arbitrator to deal with this complaint, Rokmaster stands by the September 22, 2014, news release and says, amongst other points, that not only was the news release accurate, it was also made in good faith so as to comply with Rokmaster's legal public disclosure requirements. Rokmaster believes that the Statement of Defense to Counterclaim is fully responsive to the Counterclaim and seeks a stay or dismissal of the Counterclaim with costs on a substantial indemnity scale.