Rok's go-private deal terminated by Blue Alaska

Executive Summary

• Rok Resources Inc. has announced the immediate termination of its previously announced plan of arrangement and go-private transaction with Blue Alaska Oil Trading LLC (via subsidiaries 17312539 Canada Inc. and 102220885 Saskatchewan Ltd.).
• The termination was initiated by Blue Alaska and 539 Canada serving a notice of termination on March 2, 2026, which Rok characterizes as a repudiation of the agreement. Rok has subsequently issued its own notice of termination in response.
• A dispute has arisen regarding a $3.0-million deposit held in escrow; Blue Alaska claims entitlement to the funds, while Rok asserts it has earned the right to the deposit plus interest under the Dec. 31, 2025 amending agreement and intends to pursue legal remedies to recover it.

Key Details

• Transaction Status: The plan of arrangement and go-private transaction, wherein 539 Canada was to acquire all shares of Rok and SpinCo was to acquire EMP Metals Corp. shares owned by Rok, is terminated effective immediately.
• Termination Notice: Blue Alaska and 539 Canada served notice on March 2, 2026, asserting a unilateral ability to terminate. Rok views this as a repudiation and has responded with its own termination notice.
• Escrow Dispute: There is a conflict over a $3.0-million deposit. Blue Alaska asserts entitlement to the deposit despite the Dec. 31, 2025 amending agreement. Rok disagrees, stating it has earned the right to the deposit plus interest, and will pursue legal costs on a "solicitor and own client basis" if the deposit is not released.
• Financial Position: As of the release date, Rok has no existing debt and estimated cash and working capital of approximately $5.0-million (excluding the disputed $3.0-million deposit).
• Operational Metrics: Current oil and gas production is approximately 3,100 barrels of oil equivalent per day (boe/d), with an additional 250 boe/d temporarily shut in.
• Future Strategy: The board of directors will meet in the coming weeks to discuss the go-forward strategy and will issue a subsequent press release with guidance on next steps.

Notable Quotes

• "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 categorically disagrees with the position being taken by Blue Alaska and 539 Canada in this regard [regarding the $3.0M deposit]. 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."