ROK Resources Announces Normal Course Issuer Bid, Revised 2025 Guidance, & Files Financial Results for the First Quarter of 2025

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REGINA, SK / ACCESS Newswire / May 15, 2025 / ROK Resources Inc. ("ROK" or the "Company") (TSXV:ROK)(OTCQB:ROKRF) is pleased to announce, that in parallel with the recent unwind of its crude oil swap hedges and repayment of the drawn balance of its credit facility, the Company is in the process of restructuring the existing credit facility to provide the Company with further flexibility. As part of this restructuring, the Company aims to maximize shareholder value through the introduction of a Normal Course Issuer Bid (the "NCIB") while maintaining disciplined capital allocation during ongoing pricing volatility.

Normal Course Issuer Bid

Given the restructured credit facility outlined below, the Company intends to initiate a NCIB to purchase and cancel up to 10% of its outstanding Public Float (as such term is defined in the policies of the TSX Venture Exchange) ("Common Shares") during a one-year period from the date of acceptance of the NCIB from the TSX Venture Exchange ("TSXV"). The Board of Directors of the Company has authorized the NCIB because it believes that it is in the best interests of the Company and its shareholders, and that it is an efficient use of the Company's financial resources to purchase its Common Shares when the market price of the Common Shares does not fully reflect their underlying value. The implementation of the NCIB and the terms thereof is subject to approval by the TSXV. Further details regarding same will be provided in a future press release.

2025 Revised Guidance Summary

The Company will continue to prioritize maintaining stable production with Funds Flow directed to increasing the Company's working capital surplus and/or be used to facilitate the purchase and cancelation of its outstanding common shares, as defined by the NCIB.

Notes:

1. 0.72 CA$/US$ FX

2. 66% liquids

3. Price assumptions effective June 1, 2025 and includes unhedged volumes only

Credit Facility

Prior to the restructuring, the Company maintained a revolving credit facility with a Canadian Chartered Bank. The existing credit facility maintains certain covenants, such as a 75% hedge requirement for estimated production on a rolling 12-month basis and the inability to carry out Company distributions, such as a NCIB.

The restructured credit facility will consist of a $5.0 million revolving demand credit facility that will include the following revised covenants:

1. 25% hedge requirement for estimated production on a rolling 12-month basis if more than 70% of the credit facility is utilized

2. Permitted distributions, including the buyback of ROK common shares under a NCIB, so long as less than 50% of the credit facility is utilized

The terms of the restructured credit facility have been negotiated with the lender, but final execution is pending formal approval.

Q1 2025 Financial and Operating Highlights

The Company remained on strategy and budget for Q1 2025 with Funds Flow of $7.1 million used to further reduce Adjusted Net Debt. The Company maintains financial flexibility to facilitate strategic growth when appropriate amid volatile global uncertainty.

• Production in line with forecast: quarterly production averaged 3,941 boepd (66% liquids)

• Operating cost reduction: realized operating costs of $25.46 per boe which represents a 10% reduction when compared to Q4 2024

• Adjusted net debt reduced: Adjusted Net Debt reduced to $4.1 million at Q1 2025 from $10.6 million at Q4 2024

(1) Non-cash revenue derived from management fees that are recognized over time from deferred revenue is excluded from processing and other income for the calculation of Funds from Operations.

Complete reports and statements are available on SEDAR+ at www.sedarplus.ca and on the Company website www.rokresources.ca.

About ROK

ROK is primarily engaged in exploring for petroleum and natural gas 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 TSXV 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

Non-IFRS Measures

The non-IFRS measures referred to above do not have any standardized meaning prescribed by IFRS Accounting Standards ("IFRS") and, therefore, may not be comparable to similar measures used by other companies. Management uses this non-IFRS measurement to provide its shareholders and investors with a measurement of the Company's financial performance and are not intended to represent operating profits nor should they be viewed as an alternative to cash provided by operating activities, net income or other measures of financial performance calculated in accordance with IFRS. The reader is cautioned that these amounts may not be directly comparable to measures for other companies where similar terminology is used.

"Operating Income" is calculated by deducting royalties and operating expense from total sales revenue. Total sales revenue is comprised of oil and gas sales. The Company refers to Operating Income expressed per unit of production as an "Operating Netback". "Operating Income Profit Margin" is calculated by the Company as Operating Income as a percentage of oil and natural gas sales. "Funds from Operations" is calculated by adding other income and realized gains/losses on commodity contracts ("hedging") to Operating Income. "Funds from Operations Profit Margin" is calculated by the Company as Funds from Operations as a percentage of oil and natural gas sales.

The following table reconciles the aforementioned non-IFRS measures:

(1) Non-cash revenue derived from management fees that are recognized over time from deferred revenue is excluded from processing and other income for the calculation of Funds from Operations.

"Net Debt" includes the undiscounted face value of all indebtedness of the Company, such as the Credit Facility and Lease Obligations (each as defined within the Company's interim condensed financial statements for the three months ended March 31, 2025), net of Adjusted Working Capital. "Adjusted Working Capital" is calculated as current assets less current liabilities, excluding current portion of debt and lease liability as defined on the Company's statement of financial position within the Company's interim condensed financial statements for the three months ended March 31, 2025. "Adjusted Net Debt" is calculated by removing the "mark-to-market fair value of the current portion of risk management contracts" and "lease obligations" (each as defined within the Company's interim condensed financial statements for the three months ended March 31, 2025) and non-cash deferred revenue liability derived from non-core business activities from Net Debt.

The following table reconciles the aforementioned non-IFRS measures: