Star Metro - ROK Resources Shareholders Vote in Favour of Previously Announced Plan of Arrangement

REGINA, SK / ACCESS Newswire / December 11, 2025 / ROK Resources Inc. ("ROK" or the "Company") (TSXV:ROK)(OTCQB:ROKRF) is pleased to announce that the shareholders of ROK have voted in favour of the previously announced plan of arrangement (the "Arrangement") and go-private transaction between ROK, 17312539 Canada Inc. (the "Purchaser"), a wholly-owned subsidiary of Blue Alaska Oil Trading LLC ("Blue Alaska"), and a newly formed company, 102220885 Saskatchewan Ltd. ("SpinCo"), that shall retain the shares of EMP Metals Corp. which were previously owned by the Company (the "Transaction").

On December 10, 2025, at the annual general and special meeting of shareholders of ROK (the "Meeting"), among other things, the resolution approving the Transaction was approved by 94.8% of the votes cast by shareholders of ROK. Additionally, after excluding votes from certain shareholders as required under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions, the requisite majority of minority approval was also obtained. All resolutions placed before the shareholders of ROK at the Meeting were passed by the requisite approvals and accordingly, shareholder approval to proceed with the closing of the Transaction has been obtained. A total of 116,589,685 shares of ROK were voted at the Meeting, representing approximately 53.52% of the issued and outstanding shares in the capital of ROK.

The application to obtain the final court order approving the Transaction by the Court of King's Bench of Saskatchewan (the "Court") is scheduled to be heard on December 16, 2025. Subject to the receipt of the final order from the Court as well as the requisite approvals from the TSX Venture Exchange ("TSXV") and any other necessary regulatory approvals, along with fulfilment of other customary closing conditions, the Transaction is expected to close on or before January 16, 2026. Following the closing, ROK's common shares are expected to be delisted from the TSXV, and the Company also intends to submit an application to cease to be a reporting issuer in Alberta, British Columbia, Ontario, Saskatchewan, being all of the jurisdiction in which the Company is currently a reporting issuer, under applicable Canadian securities laws.

About ROK Resources Inc.

ROK is a Canadian energy company focused on petroleum and natural gas exploration and development, in Saskatchewan and Alberta. The Company is headquartered in Regina, Saskatchewan, with an additional office in Calgary, Alberta. ROK's Common Shares are listed on the TSXV under the trading symbol "ROK".

About Blue Alaska Oil Trading LLC

Blue Alaska is a dynamic and strategically positioned oil trading company focusing on acquiring upstream oil and gas producing assets to widen its energy portfolio. Mr. Michael Bobrov, the principal of Blue Alaska, carries many years of expertise in the upstream and downstream oil and gas sector.

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

Cautionary Statement Regarding Forward-Looking Information

This press release contains certain forward-looking statements and forward-looking information, as defined under applicable Canadian securities laws (collectively, "forward-looking statements"). In some cases, but not necessarily in all cases, forward-looking statements can be identified by the use of forward-looking terminology such as "will", "intend", "anticipate", "could", "should", "may", "might", "expect", "estimate", "forecast", "plan", "potential", "project", "assume", "contemplate", "believe", "shall", "scheduled", and similar terms and, within this press release, include, without limitation, any statements (express or implied) respecting: expectations regarding the receipt and the timing of all necessary regulatory approvals for the closing of the Transaction and the expected closing date thereof; the anticipated timing, steps and completion of the Arrangement; the satisfaction of the conditions precedent to the Arrangement; the anticipated delisting of the common shares from the TSXV; and the Company's application to cease to be a reporting issuer under applicable Canadian securities laws. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances are forward-looking statements.

Forward-looking statements are not historical facts, nor guarantees or assurances of future performance but instead represent management's current beliefs, expectations, estimates and projections regarding future events and operating performance. Forward-looking statements are necessarily based on a number of opinions, assumptions and estimates that, while considered reasonable by the Company as of the date of this release, are subject to inherent uncertainties, risks and changes in circumstances that may differ materially from those contemplated by the forward-looking statements, including, without limitation that: ROK Shareholders receiving the Consideration in the amounts anticipated due to adjustments in the Arrangement Agreement; the Arrangement will be completed on the terms currently contemplated or at all; the Arrangement will be completed in accordance with the timing currently expected; all conditions to the completion of the Arrangement will be satisfied or waived; and the Arrangement Agreement will not be terminated prior to the completion of the Arrangement.

Important factors that could cause actual results to differ, possibly materially, from those indicated by the forward-looking statements include, but are not limited to: a change in the amount of the Consideration due to adjustments in the Arrangement Agreement; the possibility that the proposed Arrangement will not be completed on the terms and conditions currently contemplated or at all; the possibility of the Arrangement Agreement being terminated in certain circumstances; the ability of the Board to consider and approve a superior proposal for the Company; and other risk factors identified under "Risk Factors" in the Company's periodic filings that the Company has made and may make in the future with the securities commissions or similar regulatory authorities in Canada, all of which are available under the Company's SEDAR+ profile at www.sedarplus.ca. These factors are not intended to represent a complete list of the factors that could affect the Company. However, such risk factors should be considered carefully.

Readers, therefore, should not place undue reliance on any such forward-looking statements. Further, these forward-looking statements are made as of the date of this press release and, except as expressly required by applicable law, ROK disclaims any intention and undertakes no obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required under applicable Canadian securities laws. All of the forward-looking statements contained in this release are expressly qualified by the foregoing cautionary statements.

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

N.Fournier--SMC