Rock Edge Resources Announces Amended Private Placements

VANCOUVER, BC / ACCESSWIRE / June 23, 2023 / Rock Edge Resources Ltd. (the "Company" or "Rock Edge") (CSE:REDG) announces that it has amended the non-brokered private placement announced on June 14, 2023, to support its exploration initiatives and bolster working capital. The amended private placements consist of two offerings: a non-brokered non-flow-through private placement ("NFT Units") and a non-brokered Critical Minerals flow through private placement ("FT Units").

The Company has amended the NFT Units up to 4.0 million NFT Units to a price of $0.05 per NFT Unit. This offering is expected to generate aggregate gross proceeds of up to $200,000. Each NFT Unit will comprise one common share ("Share") and one transferable share purchase warrant ("Warrant") of the Company. Holders of the Warrants will have the opportunity to acquire one common share ("Warrant Share") at a price of $0.075 per share for a period of 24 months from the date of issuance.

The funds raised from the NFT Units will be primarily allocated towards exploration activities on the Company's lithium properties in Ontario. Additionally, a portion of the proceeds will be utilized for general working capital.

In parallel, the Company announces a private placement of FT Units specifically designed for critical minerals. The FT Units will consist of up to 4.0 million FT Units at a price of $0.05 per FT Unit, resulting in aggregate gross proceeds of up to $200,000. Each Critical Minerals FT Unit will include one flow-through share ("FT Share") that qualifies as a Critical Minerals flow-through share under the Income Tax Act (Canada), along with a transferable half non-flow-through share purchase warrant of the Company ("NFT Warrant"). Each whole NFT Warrant will enable the holder to acquire an additional Share at a price of $0.10 per Share for a period of 24 months from the date of issuance.

The gross proceeds from the FT Units will be utilized for incurring "Canadian exploration expenses" and "flow-through critical mineral mining expenditures" as defined in the Income Tax Act (Canada).

All Shares, Warrants, and NFT Warrants, as well as the Shares underlying the Warrants and NFT Warrants, will be subject to a statutory hold period of four months and one day from the date of issuance.

"We are pleased to announce these amended private placements, which provide the necessary funding to advance our exploration efforts on our lithium properties in Ontario," stated Charles Desjardins, CEO of Rock Edge Resources. "These investments will not only facilitate the exploration activities but also support our ongoing commitment to sustainable resource development. We are excited about the potential growth opportunities and value creation that lie ahead."

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

Maun Lithium Property

The Maun Lithium property consists of 51 mining claims totaling 1,454 hectares. The property straddles the terrane boundary between the East Wabigoon and English River subprovinces. These terrane boundaries are integrally related to the location of northwestern Ontario lithium deposits and occurrences, as they act as deep-seated sutures for parental granitic melts (Breaks et al., 2003¹). The Maun Lithium property is located approximately 2.3 km east of Superb Lake.

Terrier Lithium Property

The Terrier Lithium property consists of 19 mining claims totaling 2,636 hectares. The property lies 8 km north of the English River-East Wabigoon terrane boundary. The property is located along the edge of a muscovite-bearing granitic pluton, a peraluminous S-type fertile parental granite (Breaks et al., 2003¹) and in contact with metasediments. Metasediments make excellent exo-contact hosts for rare-element pegmatites fractionating from a fertile granitic parent (Breaks et al., 2003¹). An east-trending structural feature mapped by the OGS transects the property providing possible pathways for parental granitic melts. Reconnaissance mapping by the Ontario Department of Mines in 1931 along river and lake systems identified several pegmatites hosted within muscovite-bearing granites and metasediments. Some of these occurrences are located on the Terrier Lithium property. Diamond drilling by Anaconda Mining in 1956 investigating iron formations to the north of the property noted white pegmatites containing garnet, tourmaline, muscovite and some instances fluorite with downhole intervals up to 30 m (OGS assessment file 42L10NE0004). These minerals are good indicators of fractionation from a fertile parental granite (Breaks et al., 2003¹). Anaconda did not assay the pegmatites.

Superb Lake Lithium Property

The property consists of approximately 2,378 hectares land in the O' Sullivan Lake / Maun Lake area of the Thunder Bay Mining District of Northwestern Ontario, Canada. Geologically, the property is situated in the eastern part of Wabigoon Subprovince of the Superior Geological Province. The Superb Lake area has historical exploration work carried out since the 1950s with the discovery of lithium along the shores of Superb Lake. The Superb Lake pegmatite has a minimum outcrop exposure of a strike length of 16 m, and its width varies from 2.5 m at the shoreline to a maximum of 3.7 m, where an old blast pit was excavated. The results of four samples taken in 2020 from spodumene-rich part indicate lithium oxide (Li2O) values in the range of 1.77 % to 4.03%, and from December 14, 2022, a recorded surface channel #3 of 2.47% Li₂O over 3.2 m, which includes 5.84% Li₂O over 1.1 m.

Val-d'Or East Lithium Property

The property is located approximately 65km southeast from The NAL Lithium Processing Plant (A Piedmont/Sayona Joint Venture), which just announced it produced its first batch of spodumene concentrate (SC6) and 30km southwest of Val-d'Or, a logistics hub for mining service. Currently, three lithium refiners are in the works, with Sayona planning to commission a refinery that will output Lithium Hydroxide, located approximately 70km southeast of the property. Additionally, there is a third refinery planned by Nameska near Becancour, about 200km southeast of the Rock Edge's Val d'Or East Lithium Project.

The property is contiguous to Sayona Mining Limited's (ASX: SYA) property and to Brunswick exploration property. The property lies chiefly on the metagraywackes of the Pontiac Geological Subprovince. The Réservoir Decelles Batholith is located 1-3km away from the property and consists of a heterogeneous granite which contains muscovite-pegmatites. The vicinity of the property was prospected for Cu-Ni (Lac Granet, Lac Louvicourt-South and Céré-Villebon), and the search for pegmatites was ignored until very recently.

References

1. Breaks, F.W., Selway, J.B. and Tindle, A.G. 2003. Fertile peraluminous granites and related rare-element mineralization in pegmatites, Superior Province, northwest and northeast Ontario: Operation Treasure Hunt; Ontario Geological Survey, Open File Report 6099, 179p.

About Rock Edge Resources Ltd.

Rock Edge Resources Ltd. is focused on acquiring and exploring mineral property assets, with a specific emphasis on the Northwestern Ontario Lithium belt and the province of Quebec. Its objective is to locate, develop and bring to market economically viable properties that contain critical minerals, base metals and precious metals. With the support of the Ontario government's Critical Minerals Strategy, Rock Edge is poised to take advantage of the growing demand for these essential minerals and contribute to the region's economic growth.

On Behalf of the Board of Directors

Charles Desjardins
Chief Executive Officer and Director
Phone #604-808-3156
Email: info@rockedgeresources.com

The Canadian Securities Exchange has neither approved nor disapproved the contents of this news release and accepts no responsibility for the adequacy or accuracy hereof.

Forward Looking Statements

This news release contains "forward-looking statements" and "forward looking information" (as defined under applicable securities laws), based on management's best estimates, assumptions, and current expectations. Such statements include but are not limited to, statements with respect to the plans for future exploration and development of the Company's properties and the acquisition of additional exploration projects. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as "expects", "expected", "budgeted", "forecasts", "anticipates" "plans", "anticipates", "believes", "intends", "estimates", "projects", "aims", "potential", "goal", "objective", "prospective", and similar expressions, or that events or conditions "will", "would", "may", "can", "could" or "should" occur. These statements should not be read as guarantees of future performance or results. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from those expressed or implied by such statements, including but not limited to: risks related to the receipt of all necessary regulatory and third party approvals for the proposed operations of the Company's business and exploration activities, risks related to the Company's exploration properties; risks related to international operations; risks related to general economic conditions, actual results of current exploration activities, unanticipated reclamation expenses; changes in project parameters as plans continue to be refined; fluctuations in prices of commodities including lithium and gold; fluctuations in foreign currency exchange rates, increases in market prices of mining consumables, possible variations in reserves; failure of plant, equipment or processes to operate as anticipated; accidents, labour disputes, title disputes, claims and limitations on insurance coverage and other risks of the mining industry; delays in the completion of exploration, development or construction activities, changes in national and local government regulation of mining operations, tax rules and regulations, and political and economic developments in jurisdictions in which the Company operates. . Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. The forward-looking statements and forward-looking information are made as of the date hereof and are qualified in their entirety by this cautionary statement. The Company disclaims any obligation to revise or update any such factors or to publicly announce the result of any revisions to any forward-looking statements or forward-looking information contained herein to reflect future results, events or developments, except as require by law. Accordingly, readers should not place undue reliance on forward-looking statements and information. Please refer to the Company's most recent filings under its profile at www.sedar.com for further information respecting the risks affecting the Company and its business.

SOURCE: Rock Edge Resources Ltd.