Rok Resources receives final order for go-private deal

Executive Summary

• Rok Resources Inc. received the final court order approving its previously announced plan of arrangement and go-private transaction with Blue Alaska Oil Trading LLC (via purchaser 17312539 Canada Inc.).
• The parties entered into an amending agreement to extend the outside date for closing to March 17, 2026, due to the purchaser's failure to immediately deposit funds with the escrow agent following the final order.
• Rok issued a notice of default against the purchaser and Blue Alaska on Dec. 17, 2025, due to this payment deficiency, though the transaction remains expected to close by the new date.

Key Details

• Transaction Structure: Go-private plan of arrangement involving Rok Resources Inc., 17312539 Canada Inc. (purchaser, wholly owned subsidiary of Blue Alaska Oil Trading LLC), and 102220885 Saskatchewan Ltd. (SpinCo). SpinCo will retain shares of EMP Metals Corp. previously owned by Rok.
• Court Approval: The Court of King's Bench for the Province of Saskatchewan granted the final order approving the transaction on Dec. 16, 2025.
• Extension of Outside Date: The arrangement agreement was amended effective Dec. 30, 2025, extending the outside date to March 17, 2026.
• Deposit Terms: The entirety of the deposit has been earned by Rok. It will be applied to the cash consideration payable to shareholders or delivered to Rok if the purchaser is unwilling or unable to close.
• Transaction Costs: Total transaction costs are capped at $4.25 million, an increase from the originally agreed $4.0 million.
• Default Notice: Rok delivered a notice of default on Dec. 17, 2025, to the purchaser and Blue Alaska because the purchaser failed to deposit sufficient funds with Odyssey Trust Corp. (escrow agent) to pay the aggregate consideration to shareholders immediately after the final order was received.
• Closing Conditions: The purchaser is obligated to provide three business days' prior notice before closing, along with sufficient cash to pay the aggregate consideration to shareholders.
• Post-Closing Status: Rok's common shares are expected to be delisted from the TSX Venture Exchange. Rok intends to apply to cease being a reporting issuer in Alberta, British Columbia, Ontario, and Saskatchewan.
• Filing: The amending agreement will be filed and posted to SEDAR+.

Notable Quotes

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