Star Metro - ROK Resources Files Financial Results for the Third Quarter of 2025 and Provides Update on Going Private Transaction

REGINA, SK / ACCESS Newswire / November 13, 2025 / ROK Resources Inc. ("ROK" or the "Company") (TSXV:ROK)(OTCQB:ROKRF) has filed its interim Financial Results and Management Discussion & Analysis for the nine months ended September 30, 2025, and provides an update on the Going Private Transaction (the "Transaction") announced within the Company press release dated September 23, 2025.

Going Private Transaction Update

The Transaction continues to progress and is anticipated to close prior to December 31, 2025. As part of the upcoming annual general and special meeting of shareholders (the "Meeting") to be held on Wednesday, December 10, 2025, shareholders will consider and, if deemed advisable, pass a special resolution to approve the plan of arrangement to close the Transaction, as more particularly described within the management information circular (the "Circular"). As announced in the Company press release dated November 6, 2025, the Circular and the proxy-related materials for the Meeting have been successfully mailed to shareholders, and are also posted under ROK's profile on SEDAR+ (www.sedarplus.ca) and on the Company's website at https://rokresources.ca/investor-resources/info-circular-events/.

Q3 2025 Financial and Operating Highlights

The Company remained on budget for Q3 2025 with Funds from Operations of $4.1 million, a portion of which was allocated to the Normal Course Issuer Bid ("NCIB") through the end of September 2025. Drilling operations resumed in the third quarter with the drilling of 2 re-entries and 1 new well, totaling $3.6 million in capital expenditures.

• Production in line with forecast: Quarterly production averaged 3,414 boepd1 (66% liquids).

• Working Capital Surplus: Adjusted Net Surplus of $2.7 million as compared to $10.6 million of Adjusted Net Debt at year-end 2024.

• Executed NCIB: Year to date, and prior to entering the Arrangement Agreement, as detailed in the press release dated September 23, 2025, the Company repurchased and cancelled a total of 2,005,500 common shares at an average price of $0.192 per share, leaving 217,763,815 common shares issued and outstanding.

Notes

1. Production average does not include 225 boepd (90% Nat Gas) of Kaybob production that was shut-in due to low prices.

Q3 2025 Financials

The Company will continue to prioritize maintaining stable production with Funds Flow directed to increasing working capital surplus and/or be used to facilitate the purchase and cancelation of its outstanding common shares, as defined by the NCIB.

(1) Non-cash revenue derived from management fees that are recognized over time from deferred revenue is excluded from processing and other income for the calculation of Funds from Operations.

(1) Non-cash revenue derived from management fees that are recognized over time from deferred revenue is excluded from processing and other income for the calculation of Funds from Operations.

Complete reports and statements are available on SEDAR+ at www.sedarplus.ca and on the Company website www.rokresources.ca.

Normal Course Issuer Bid

The Company began an NCIB to purchase and cancel up to 10% of its outstanding Public Float (as such term is defined in the policies of the TSX Venture Exchange) during a one-year period from the date of acceptance of the NCIB from the TSX Venture Exchange. To date the Company has repurchased and cancelled a total of 2,005,500 common shares at an average price of $0.192 per share from the commencement of the NCIB on June 24, 2025, through the end of September 2025, leaving 217,763,815 common shares issued and outstanding.

About ROK

ROK is primarily engaged in exploring for petroleum and natural gas development activities in Alberta and Saskatchewan. It has offices located in both Regina, Saskatchewan, Canada and Calgary, Alberta, Canada. ROK's common shares are traded on the TSXV Venture Exchange under the trading symbol "ROK".

For further information, please contact:

Bryden Wright, President and Chief Executive Officer
Jared Lukomski, Senior Vice President, Land & Business Development
Phone: (306) 522-0011
Email: [email protected]
Website: www.rokresources.ca

Non-IFRS Measures

The non-IFRS measures referred to above do not have any standardized meaning prescribed by IFRS Accounting Standards ("IFRS") and, therefore, may not be comparable to similar measures used by other companies. Management uses this non-IFRS measurement to provide its shareholders and investors with a measurement of the Company's financial performance and are not intended to represent operating profits nor should they be viewed as an alternative to cash provided by operating activities, net income or other measures of financial performance calculated in accordance with IFRS. The reader is cautioned that these amounts may not be directly comparable to measures for other companies where similar terminology is used.

"Operating Income" is calculated by deducting royalties and operating expense from total sales revenue. Total sales revenue is comprised of oil and gas sales. The Company refers to Operating Income expressed per unit of production as an "Operating Netback". "Operating Income Profit Margin" is calculated by the Company as Operating Income as a percentage of oil and natural gas sales. "Funds from Operations" is calculated by adding other income and realized gains/losses on commodity contracts ("hedging") to Operating Income. "Funds from Operations Profit Margin" is calculated by the Company as Funds from Operations as a percentage of oil and natural gas sales.

The following table reconciles the aforementioned non-IFRS measures:

1) Non-cash revenue derived from management fees that are recognized over time from deferred revenue is excluded from processing and other income for the calculation of Funds from Operations.

"Net Surplus (Debt)" includes the undiscounted face value of all indebtedness of the Company, such as the Credit Facility and Lease Obligations (each as defined within the Company's interim condensed financial statements for the nine months ended September 30, 2025), net of Adjusted Working Capital. "Adjusted Working Capital" is calculated as current assets less current liabilities, excluding current portion of debt, lease liability, and RSU liability as defined on the Company's statement of financial position within the Company's interim condensed financial statements for the nine months ended September 30, 2025. "Adjusted Net Surplus (Debt)" is calculated by removing the "mark-to-market fair value of the current portion of risk management contracts" and "lease obligations" (each as defined within the Company's interim condensed financial statements for the nine months ended September 30, 2025) and non-cash deferred revenue liability derived from non-core business activities from Net Surplus (Debt).

The following table reconciles the aforementioned non-IFRS measures:

"Funds Flow" includes all cash from (used in) operating activities and is calculated before the change in non-cash working capital. "Funds Flow Basic ($/share)" and "Funds Flow Diluted ($/share)" are calculated by dividing Funds Flow by the weighted average number of basic shares and weighted average number of diluted shares outstanding, respectively, for the relevant period, as presented within the Company's interim condensed financial statements for the nine months ended September 30, 2025. These are considered key measures of operating performance and capital management as they demonstrate the Company's ability to generate the cash necessary to repay debt and fund capital investments. Management believes that by excluding the temporary impact of changes in non-cash operating working capital, each of these provide useful measures of ROK's ability to generate cash that are not subject to short-term movements in non-cash operating working capital.

The following table reconciles cash flow from operating activities to Funds Flow:

Conversion Measures

Production volumes and reserves are commonly expressed on a barrel of oil equivalent ("boe") basis whereby natural gas volumes are converted at the ratio of 6 thousand cubic feet ("Mcf") to 1 barrel of oil ("bbl"). Although the intention is to sum oil and natural gas measurement units into one basis for improved analysis of results and comparisons with other industry participants, boe's may be misleading, particularly if used in isolation. A boe conversion ratio of 6 Mcf to 1 bbl is based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent a value equivalency at the wellhead. In recent years, the value ratio based on the price of crude oil as compared to natural gas has been significantly higher than the energy equivalency of 6:1 and utilizing a conversion of natural gas volumes on a 6:1 basis may be misleading as an indication of value.

Abbreviations

Cautionary Statement Regarding Forward-Looking Information

This news release includes certain "forward-looking statements" under applicable Canadian securities legislation that are not historical facts. Forward-looking statements involve risks, uncertainties, and other factors that could cause actual results, performance, prospects, and opportunities to differ materially from those expressed or implied by such forward-looking statements. Forward-looking statements in this news release include, but are not limited to, statements with respect to the Company's objectives, goals, or future plans and the expected results thereof. Forward-looking statements are necessarily based on several estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties and other factors which may cause actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include but are not limited to general business, economic and social uncertainties; litigation, legislative, environmental, and other judicial, regulatory, political and competitive developments; delay or failure to receive board, shareholder or regulatory approvals; those additional risks set out in ROK's public documents filed on SEDAR at www.sedar.com; and other matters discussed in this news release. In regard to the NCIB discussed in this news release, although the Company presently intends to purchase Common Shares under the NCIB, there can be no assurance that acceptance by the TSXV of the NCIB will be achieved, or that subsequently any such purchases of Common Shares will be completed. Although the Company believes that the assumptions and factors used in preparing the forward-looking statements are reasonable, undue reliance should not be placed on these statements, which only apply as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. Except where required by law, the Company disclaims any intention or obligation to update or revise any forward-looking statement, whether because of new information, future events, or otherwise.

Neither the Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility of the adequacy or accuracy of this release.

SOURCE: ROK Resources Inc.

View the original press release on ACCESS Newswire

F.Leblanc--SMC