ROK Resources Shareholders Vote in Favour of Previously Announced Plan of Arrangement

Rhea-AI Summary

ROK Resources (TSXV:ROK / OTCQB:ROKRF) announced shareholders approved a previously announced plan of arrangement to effect a go-private transaction with 17312539 Canada Inc. (a Blue Alaska subsidiary) and new SpinCo that will retain shares of EMP Metals.

At the December 10, 2025 meeting the transaction resolution passed with 94.8% of votes cast; 116,589,685 shares were voted, representing ≈53.52% of issued and outstanding shares. Majority-of-minority approval under MI 61-101 was obtained.

The Court hearing for the final order is scheduled for December 16, 2025; subject to court, TSXV and other regulatory approvals and customary conditions, the Transaction is expected to close on or before January 16, 2026. Following closing, ROK shares are expected to be delisted and the company intends to cease reporting in all Canadian jurisdictions where it is currently a reporting issuer.

Positive

• Vote approval of 94.8% from votes cast
• Voter turnout of 116,589,685 shares (~53.52% outstanding)
• Majority-of-minority approval obtained under MI 61-101
• Planned close on or before January 16, 2026 (subject to approvals)

Negative

• Expected delisting from TSXV after closing, reducing public liquidity
• Cessation of reporting in Canadian jurisdictions after closing
• Transaction subject to Court, TSXV and other regulatory approvals

News Market Reaction

-0.36%

1 alert

-0.36% News Effect

On the day this news was published, ROKRF declined 0.36%, reflecting a mild negative market reaction.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Shareholder approval: 94.8% of votes cast Shares voted: 116,589,685 shares Participation rate: 53.52% of shares +3 more

6 metrics

Shareholder approval 94.8% of votes cast Votes in favour of the Transaction at Dec 10, 2025 meeting

Shares voted 116,589,685 shares Shares represented at the Dec 10, 2025 shareholder meeting

Participation rate 53.52% of shares Portion of issued and outstanding shares voted at the Meeting

Court hearing date December 16, 2025 Scheduled Court of King's Bench hearing for final order

Expected closing date On or before January 16, 2026 Targeted closing timing for the Transaction

Reporting jurisdictions 4 provinces Alberta, British Columbia, Ontario, Saskatchewan to cease reporting

Market Reality Check

Price: $0.1374 Vol: Volume 20,000 is below 20...

low vol

$0.1374 Last Close

Volume Volume 20,000 is below 20-day average 54,987 (relative volume 0.36) ahead of the vote outcome. low

Technical Price 0.16692 is trading above 200-day MA 0.13, near the 52-week high of 0.1697.

Peers on Argus

ROKRF gained 1.15% while close peers were flat to modestly negative (e.g., CGXEF...

ROKRF gained 1.15% while close peers were flat to modestly negative (e.g., CGXEF -3.39%, JROOF -2.78%), indicating a stock-specific move tied to the go‑private process rather than a broad Energy sector trend.

Historical Context

5 past events · Latest: Nov 13 (Positive)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Nov 13	Earnings & deal update	Positive	+0.0%	Q3 2025 results and confirmation of planned going-private timetable.
Nov 06	Meeting materials	Neutral	-0.9%	Mailing of circular and proxy materials for Dec 10 shareholder meeting.
Sep 23	Go-private announcement	Positive	+20.4%	Arrangement agreement with premium cash consideration and SpinCo shares.
Aug 14	Q2 2025 earnings	Positive	+0.6%	Stronger Q2 financials, shift to adjusted net surplus and NCIB launch.
Jun 18	Incentive plan change	Positive	-7.6%	Restructured long-term incentives and non-dilutive RSU plan with NCIB.

Pattern Detected

Initial go-private announcement in September saw a strong positive reaction, while subsequent procedural updates, including financial filings and meeting materials, produced muted or mixed price moves.

Recent Company History

Over the last six months, ROK advanced a go-private transaction with Blue Alaska Oil Trading LLC while improving its financial position. The Sept 23 arrangement announcement with a cash premium and SpinCo stake drove a 20.41% jump. Later, Q2 and Q3 2025 results highlighted shifting from adjusted net debt to surplus and ongoing NCIB buybacks. Procedural steps in November 2025 prepared shareholders for the Dec 10 vote. Today’s shareholder approval continues this progression toward closing and eventual TSXV delisting.

Market Pulse Summary

This announcement confirms strong shareholder backing, with 94.8% of votes cast supporting the go‑pr...

Analysis

This announcement confirms strong shareholder backing, with 94.8% of votes cast supporting the go‑private plan and over 116,589,685 shares represented. The deal now awaits a court hearing on December 16, 2025 and required exchange and regulatory approvals, targeting closing by January 16, 2026. Investors may focus on execution of remaining conditions, timing of TSXV delisting, and the company’s transition away from public reporting obligations in four Canadian provinces.

Key Terms

plan of arrangement, go-private transaction, Multilateral Instrument 61-101, TSX Venture Exchange, +1 more

5 terms

plan of arrangement regulatory

"voted in favour of the previously announced plan of arrangement (the "Arrangement")"

A plan of arrangement is a formal, court-approved agreement that reorganizes ownership or assets of a company—such as merging businesses, exchanging shares for cash or other securities, or splitting off parts of the company. Investors should care because it can change the value, number, and rights of their holdings and is often binding once approved by both shareholders and a court, offering more legal certainty than a simple vote. Think of it as a legally supervised recipe for how a company will be reshaped and who ends up with what.

go-private transaction financial

"plan of arrangement (the "Arrangement") and go-private transaction between ROK"

A go-private transaction is when a company’s publicly traded shares are bought so the business is no longer listed on a stock exchange and becomes privately owned. For investors this matters because it typically ends public trading of the stock, often pays existing shareholders a cash or stock buyout (like selling a house to a private buyer), and changes the company’s reporting, oversight and liquidity — meaning you may lose easy ways to sell your shares and face different risks and potential rewards.

Multilateral Instrument 61-101 regulatory

"as required under Multilateral Instrument 61-101 - Protection of Minority Security"

Multilateral Instrument 61-101 is a securities regulation that sets rules for certain corporate deals—like mergers, asset sales, or related-party transactions—to protect minority shareholders by requiring extra disclosure, independent valuation and, in many cases, formal shareholder approval. Think of it as an impartial referee and checklist that forces companies to show the full playbook and get a vote or an independent price opinion, so investors can judge whether a proposed deal is fair and avoid being overridden by insiders.

TSX Venture Exchange regulatory

"requisite approvals from the TSX Venture Exchange ("TSXV") and any other"

A junior stock exchange in Canada where smaller, early-stage companies list shares to raise capital and gain public visibility. Think of it as a farmers’ market for young businesses: it offers investors a chance to buy into fast-growing but higher-risk ventures, with looser listing rules and typically lower liquidity than major exchanges. It matters because performance and financing on this exchange can signal growth prospects or risk for investors.

reporting issuer regulatory

"application to cease to be a reporting issuer in Alberta, British Columbia"

A reporting issuer is a company or investment fund legally required to provide regular, public financial and corporate updates to securities regulators and investors. For investors it matters because those routine filings act like a business’s recurring health reports—offering consistent, official information to assess performance, risks and value so people can make informed buy, sell or compare decisions.

AI-generated analysis. Not financial advice.

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

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: investor@rokresources.ca
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

FAQ

What vote result did ROK Resources (ROKRF) report for the December 10, 2025 shareholder meeting?

The transaction resolution was approved by 94.8% of votes cast with 116,589,685 shares voted (~53.52% of outstanding).

When is the Court hearing for ROK Resources' plan of arrangement (ROKRF)?

The final court order application is scheduled to be heard on December 16, 2025 by the Court of King's Bench of Saskatchewan.

What is the expected closing date for the ROK Resources go-private transaction (ROKRF)?

Subject to court, TSXV and other approvals and customary conditions, the Transaction is expected to close on or before January 16, 2026.

Will ROK Resources (ROKRF) remain listed after the Transaction closes?

No; following closing, ROK's common shares are expected to be delisted from the TSXV and the company intends to cease reporting in Canadian jurisdictions.

What will SpinCo hold after the ROK Resources transaction (ROKRF)?

SpinCo will retain the shares of EMP Metals that were previously owned by ROK.

Does the ROK Resources (ROKRF) transaction have required approvals beyond shareholder votes?

Yes; the Transaction remains subject to the final court order, TSXV approval and any other necessary regulatory approvals and customary closing conditions.