ROK Resources Announces Restructured Long-Term Incentive Plan

Rhea-AI Summary

ROK Resources has announced a restructured long-term incentive plan featuring a new restricted share unit (RSU) plan. The RSU Plan introduces minimum company ownership requirements for executives and directors, with the CEO required to own 3x annual salary, other officers 2x salary, and directors 3x annual retainer. The RSUs will be cash-settled and non-dilutive, with officers' RSUs vesting one-third immediately and the remainder over two years, while directors' RSUs vest upon resignation or change of control. As part of this restructuring, officers and directors will forfeit 11,910,000 options (67% of current options), leaving 5,760,000 options outstanding. The company is proceeding with its previously announced NCIB to repurchase up to 10% of public float. Following the $6.29 million proceeds from unwinding crude oil swap hedges, ROK maintains positive working capital with no debt and an unused $5.0 million revolving credit facility.

Positive

• Officers and directors forfeiting 11,910,000 options (67% of current options), reducing dilution potential
• Implementation of minimum ownership requirements aligns management interests with shareholders
• Strong financial position with positive working capital and no outstanding debt
• $5.0 million revolving credit facility remains fully available
• $6.29 million in proceeds generated from unwinding crude oil swap hedges

Negative

• None.

NOT FOR DISTRIBUTION TO THE U.S. NEWSWIRE OR FOR DISSEMINATION IN THE UNITED STATES

REGINA, SK / ACCESS Newswire / June 18, 2025 / ROK Resources Inc. ("ROK" or the "Company") (TSXV:ROK)(OTCQB:ROKRF) is pleased to announce a revised long-term incentive plan with the introduction of a restricted share unit plan ("RSUs" or the "RSU Plan"). The RSU Plan reflects the Company's long-term objectives to: (i) adopt industry best practises to retain/attract talent, and (ii) align officers' and directors' interests with shareholders.

Details of the RSU Plan are as follows:

• Minimum Company Ownership Requirements:

  • President and CEO to own no less than 3x their annual salary of the Company.

  • Other officers to own no less than 2x their annual salary of the Company.

  • Directors to own no less than 3x their annual retainer of the Company.

• Non-Dilutive: RSUs to settle in cash.

• Vesting Provisions:

  • For officers, RSUs vest as to one-third immediately with an additional one-third vesting each anniversary of the grant.

  • For directors, RSUs vest only upon resignation or a change of control event.

As part of the restructuring of the long-term incentive plan, all officers and directors have agreed to forfeit their options and will be entering into agreements with respect to same in due course. This will result in 11,910,000 options being forfeited by officers and directors, which represents 67% of options currently granted, and leaving only 5,760,000 options outstanding.

NCIB Update

The Company continues to move forward with the normal course issuer bid ("NCIB") to purchase and cancel up to 10% of the Public Float of the Company's issued and outstanding Common shares, as discussed in the Company press release dated June 5, 2025. The Company considers it an effective use of its financial resources to repurchase its Common Shares when the market price of the Common Shares does not fully reflect their underlying value. Shareholders of the Company will be advised of the progress of the NCIB in the next quarterly report of the Company to be filed on SEDAR+.

Financial Update

Subsequent to the unwinding of its crude oil swap hedges which generated proceeds of $6.29 million, as outlined in the Company press release dated May 7, 2025, the Company continues to maintain a positive working capital balance with no outstanding debt balance. The Company currently maintains a $5.0 million revolving demand credit facility with a Chartered Canadian Bank which is currently unutilized.

About ROK

ROK is primarily engaged in petroleum and natural gas exploration and 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 TSX 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: investor@rokresources.ca
Website: www.rokresources.ca

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.sedarplus.ca; and other matters discussed in this news release. 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

FAQ

What are the key changes in ROK Resources' (ROKRF) new long-term incentive plan?

ROK Resources introduced a new RSU plan with minimum ownership requirements for executives and directors, cash-settled RSUs, and specific vesting schedules. Officers and directors will forfeit 11,910,000 options as part of the restructuring.

What are the ownership requirements for ROK Resources executives under the new RSU plan?

The CEO must own at least 3x annual salary in company shares, other officers must own 2x annual salary, and directors must own 3x their annual retainer.

How will ROK Resources' (ROKRF) RSU vesting schedule work?

For officers, RSUs vest one-third immediately with additional one-third vesting each anniversary of the grant. For directors, RSUs vest only upon resignation or a change of control event.

What is ROK Resources' current financial position after unwinding crude oil swap hedges?

ROK maintains positive working capital with no debt, has an unused $5.0 million revolving credit facility, and generated $6.29 million from unwinding crude oil swap hedges.

How many stock options will remain outstanding after ROK Resources' incentive plan restructuring?

After the forfeiture of 11,910,000 options by officers and directors, 5,760,000 options will remain outstanding.