Star Metro - ROK Resources Announces Termination of Arrangement Agreement

REGINA, SK / ACCESS Newswire / March 4, 2026 / ROK Resources Inc. ("ROK" or the "Company") (TSXV:ROK)(OTCQB:ROKRF) announces that the previously announced plan of arrangement (the "Arrangement") and the go-private transaction (the "Transaction") between ROK, 17312539 Canada Inc. ( "539 Canada"), a wholly-owned subsidiary of Blue Alaska Oil Trading LLC ("Blue Alaska"), and 102220885 Saskatchewan Ltd. ("SpinCo"), wherein 539 Canada was to acquire all of the issued and outstanding shares of ROK, and SpinCo was to acquire all of the shares of EMP Metals Corp. that are currently owned by ROK has been terminated effective immediately.

On March 2, 2026, Blue Alaska and 539 Canada served ROK with a notice (the "Notice") to immediately terminate the Arrangement Agreement governing the implementation of the Transaction. In the Notice, Blue Alaska and 539 Canada assert a unilateral ability to terminate the Arrangement Agreement. The Notice provided by Blue Alaska and 539 Canada and the unilateral termination of the Arrangement Agreement amount to a repudiation of the Arrangement Agreement. ROK, as a result of such repudiation by Blue Alaska and 539 Canada, has provided Blue Alaska and 539 Canada with notice of termination of the Arrangement Agreement. As a result of the termination of the Transaction, ROK will resume its regular operations focusing on delivering value to shareholders.

In the Notice, Blue Alaska and 539 Canada also assert an entitlement to the $3.0 million deposit being held in escrow despite its agreement to the contrary in the amending agreement signed on December 31, 2025 (the "Amending Agreement"). Based on the terms of the Amending Agreement that state that ROK has earned the right to receive the deposit (plus interest), ROK categorically disagrees with the position being taken by Blue Alaska and 539 Canada in this regard. ROK will be pursuing any and all legal remedies in order to recover the deposit as well as its costs, on a solicitor and own client basis, in the event that the deposit is not released in accordance with the terms of the Amending Agreement.

As of the date of this news release, the Company has no existing debt and an estimated cash and working capital of approximately $5.0 million, excluding the aforementioned $3.0 million deposit. Current oil and gas production of approximately 3,100 barrels of oil equivalent per day ("boe/d") with an additional 250 boe/d that is temporarily shut in. The Board of Directors of ROK will be meeting in the coming weeks to discuss the go forward strategy for the Company now that the Arrangement has been terminated and expects to be in a position to disseminate an additional press release around that time that provides guidance on the next steps for the Company.

For more information on the Transaction, please see the news releases issued by ROK on September 23, 2025, November 6, 2025, November 13, 2025, December 11, 2025, and December 31, 2025 along with the ROK's management information circular dated October 29, 2025 prepared in connection with the Transaction, all of which are available under the ROK's profile at www.sedarplus.ca and on the Company's website at https://rokresources.ca/.

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".

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 of the deposit from Blue Alaska and any possible court actions regarding same. 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: the deposit will be returned in accordance with the timing currently expected.

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: the discretion of the courts with respect to any and all claims for the deposit being provided to ROK; 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

P.M.Martin--SMC