Rockwealth Resources Corp. Announces a Non Brokered Private Placement

Kelowna, British Columbia--(Newsfile Corp. - October 13, 2021) - Rockwealth Resources Corp. (TSXV: RWR) (the "Company") is pleased to announce a non-brokered private placement of units (each, a "Unit") at a price of $0.15 per Unit for aggregate gross proceeds of up to $1,000,000 (the "Offering"). Each Unit will be comprised of one common share and one common share purchase warrant (a "Warrant"). Each Warrant will entitle the holder to purchase one common share at a price of $0.20 per share for a period of 24 months from the date of issuance. The Warrants are subject to an acceleration clause whereby if the volume weighted average closing price of the Shares on the Exchange is $0.40 or more for 21 consecutive trading days at any time subsequent to the expiry of six months from the date of issuance of the Warrants, then the Company will earn the right by providing notice (the "Acceleration Notice") to the warrant holders, to accelerate the expiry date of the Warrants to that date which is 30 days from the date of the Acceleration Notice.

The net proceeds from this Offering are expected to be used for exploration and for general corporate purposes. Finders fees up to 7% cash and 7% finder's warrants may be issuable under the Offering in accordance with securities regulations. Each finder's warrant will entitle the holder to purchase one common share at a price of $0.20 per share for a period of 24 months from the date of issuance and be subject to the Acceleration notice as outlined above.

All of the securities issued under the Offering will be subject to a four-month resale restriction. The completion of the proposed Offering remains subject to the approval of the TSX-Venture Exchange and the satisfaction of other customary closing conditions.

The Company further reports that its board of directors has approved the settlement of up to $439,674 of debt through the issuance of common shares of the Company (the "Debt Settlement"). Pursuant to the Debt Settlement, the Company would issue up to 2,931,160 common shares of the Company (the "Shares") at a deemed price of $0.15 per Share to certain creditors of the Company, including certain of its directors and officers (the "Creditors").

The issuance of the Shares to the Creditors is subject to the approval of the TSX Venture Exchange. All securities issued will be subject to a four month hold period which will expire on the date that is four months and one day from the date of issue.

As certain insiders participated in the Debt Settlement, it is considered to be a "related party transaction" under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). All of the independent directors of the Company, acting in good faith, considered the transactions and have determined that the fair market value of the securities being issued to insiders and the consideration being paid is reasonable. The Company intends to rely on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(b) and 5.7(b) of MI 61-101.


"Dev Randhawa"
Dev Randhawa
President and Director

For further information, please contact:
Dev Randhawa Phone: 1-250-868-8177

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

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