Rokmaster Resources : Notice and Information Circular for 2022 AGM and 2023 AGSM

ROKMASTER RESOURCES CORP.

615 - 625 Howe Street

Vancouver, British Columbia V6C 2T6

Tel No. [phone]

2022 ANNUAL	2022 Notice of Annual General Meeting of Shareholders
GENERAL MEETING	2023 Notice of Annual General and Special Meeting of
2023 ANNUAL	Shareholders
GENERAL	Information Circular with respect to a proposed plan of
AND SPECIAL
MEETING	arrangement involving Rokmaster Resources Corp., its
	shareholders and 4Metals Exploration Ltd.
	Forms of Proxy and Notes Thereto
	Financial Statement Request Form
Place:	Boardroom
	Rokmaster Resources Corp.
	615 - 625 Howe Street
	Vancouver, British Columbia V6C 2T6
Time:	3:00 p.m. (Vancouver time) for the 2022 Annual General
	Meeting
	3:30 p.m. (Vancouver time) for the 2023 Annual General and
	Special Meeting
Date:	January 12, 2024

ROKMASTER RESOURCES CORP.

CORPORATE DATA	Head Office
	Rokmaster Resources Corp.
	615 - 625 Howe Street
	Vancouver, British Columbia V6C 2T6
	Tel No. [phone]
	Directors and Officers
	Michael Cowin, Director and Chairman of the Board
	John Mirko, President, Chief Executive Officer and Director
	Adam Pankratz, Director
	Dennis Cojuco, Chief Financial Officer and Corporate Secretary
	Michael Kordysz, Vice-President Business Development and
	Strategy
	Connor Malek, Vice-President of Exploration
	Registrar and Transfer Agent

Computershare Investor Services Inc.

510 Burrard Street, 3rd Floor Vancouver, British Columbia V6C 3B9

Legal Counsel

Gowling WLG (Canada) LLP

Suite 2300, 550 Burrard Street,

Vancouver, British Columbia V6C 2B5

Auditor

DeVisser Gray LLP, Chartered Professional Accountants

401-905 West Pender St.

Vancouver, British Columbia V6C 1L6

Listings

TSX Venture Exchange - Symbol "RKR"

OTCQB - Symbol "RKMSF"

Frankfurt Stock Exchange - Symbol "1RR1"

ROKMASTER RESOURCES CORP.

November 28, 2023

Dear Shareholders,

The directors of Rokmaster Resources Corp. (the "Company") cordially invite you to attend the 2022 annual general meeting (the "2022 Meeting") and the 2023 annual and special meeting (the "2023 Meeting", and together, and together with the 2022 Meeting, the "Meetings") of the shareholders of the Company (the "Shareholders") to be successively held at the offices of the Company at Suite 615 - 625 Howe Street, Vancouver, British Columbia V6C 2T6 on January 12, 2024.

At the 2023 Meeting, Shareholders will be asked, among other things, to pass a special resolution approving a statutory arrangement (the "Arrangement"). The Arrangement involves, among other things, a reorganization of the business and capital of the Company through the transfer of all of the common shares (the "4ME Shares") of its wholly-owned subsidiary, 4Metals Exploration Ltd. ("4ME") and the distribution of 4ME Shares to Shareholders by way of a reduction of the Company's capital and an exchange of securities of the Company. In contemplation of the Arrangement and as part of the reorganization of its business, the Company has transferred certain assets to 4ME. On the effective date of the Arrangement (the "Effective Date"), each existing common share of the Company (an "Existing RKR Share") held by a Shareholder (other than a dissenting Shareholder) will be exchanged for one new common share of the Company (a "New RKR Share") and 0.125 of a 4ME Share (or one 4ME Share distributed for every eight Existing RKR Shares held) rounded down to the next whole number of 4ME Shares.

Upon completion of the Arrangement, the Company will continue to hold and focus on the development of our Revel Ridge Project, located in British Columbia. 4ME will hold the Company's 55% interest in the Big Copper Project and 100% interest in the Duncan Lake Project. Detailed information in respect of matters contemplated by the Arrangement is set out in the attached management information circular (the "Information Circular") and documents incorporated by reference therein. You should carefully consider all of the information in the Information Circular and consult your financial, legal or other professional advisors if you require assistance.

The board of directors of the Company has unanimously approved the Arrangement and recommends that Shareholders vote in favour of the special resolution approving the Arrangement.

To be effective, the Arrangement must be approved by a special resolution passed by at least two-thirds (662/3%) of the votes cast by all Shareholders present in person or represented by proxy at the 2023 Meeting, which holders are entitled to one vote for each Existing RKR Share held. The officers and directors of the Company, holding in the aggregate approximately 16.89% of the issued and outstanding common shares, have indicated their support for the Arrangement.

Your vote is important regardless of the number of Existing RKR Shares that you own. If you are a registered holder of Existing RKR Shares, we encourage you to take the time now to complete, sign, date and return the enclosed forms of proxies by no later than 3:00 p.m. (Vancouver time) for the 2022 Meeting and no later than 3:30 p.m. (Vancouver time) for the 2023 Meeting on January 10, 2024, to ensure that your shares are voted at the respective Meetings in accordance with your instructions, whether or not you are able to attend in person. If you hold your Existing RKR Shares through a broker or other intermediary, you should follow the instructions provided by your broker or other intermediary to vote your Existing RKR Shares. Please note that in order to receive the consideration for your Existing RKR Shares, you must submit the enclosed letter of transmittal together with your share certificates representing such Existing RKR Shares by the deadline provided. Please refer to the Information Circular and letter of transmittal for further details.

We would like to thank all our Shareholders for their support as we proceed with this important step towards creating further value from our mineral projects.

Sincerely,

"John Mirko"

John Mirko

President and Chief Executive Officer

ROKMASTER RESOURCES CORP.

615 - 625 Howe Street

Vancouver, British Columbia V6C 2T6

Tel No. [phone]

NOTICE OF 2022 ANNUAL GENERAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN THAT the 2022 annual general meeting (the "2022 Meeting") of the shareholders (the "Shareholders") of Rokmaster Resources Corp. (the "Company") will be held at 3:00 p.m. (Vancouver time) on January 12, 2024 for the following purposes:

1. To receive the audited financial statements of the Company for the year ended December 31, 2021 together with the report of the auditors therein;
2. To fix the number of directors at three (3);
3. To elect the directors;
4. To appoint the auditors and to authorize the directors to fix their remuneration;
5. To consider, and if thought fit, pass an ordinary resolution providing for the required annual re-approval of the Company's rolling 10% incentive stock option plan, as more particularly described in the accompanying Information Circular; and
6. To transact such further or other business, including without limitation such amendments or variations to any of the foregoing resolutions, as may properly come before the 2022 Meeting and any postponement or adjournment thereof.

The Company's audited financial statements, report of the auditor and related management's discussion & analysis will be made available at the 2022 Meeting, and were mailed to those registered and beneficial Shareholders of the Company who requested them. The audited financial statements are available on the System for Electronic Document Analysis and Retrieval+ ("SEDAR+") website under "Documents" on the profile of "Rokmaster Resources Corp." located at http:///www.sedarplus.ca.

The accompanying Information Circular provides additional information relating to the matters to be dealt with at the 2022 Meeting and is deemed to form part of this notice. Also accompanying this notice are:

1. a form of proxy or voting instruction form (as applicable); and
2. a financial statement request form.

Registered Shareholders

Every registered Shareholder at the close of business on November 28, 2023 is entitled to receive notice of, and to vote such common shares at, the 2022 Meeting.

Registered Shareholders who are unable to attend the 2022 Meeting in person and who wish to ensure that their common shares will be voted at the 2022 Meeting are requested to complete, sign and deliver the enclosed form of proxy. In order to be valid and acted upon at the 2022 Meeting, form of proxy must be returned to the aforesaid address no later than 3:00 p.m. (Vancouver time), on January 10, 2024. Further instructions with respect to the voting by proxy are provided in the form of proxy and in the Information Circular accompanying this Notice.

Non-Registered Shareholders

Shareholders may beneficially own common shares that are registered in the name of a broker, another intermediary or an agent of that broker or intermediary ("Non-Registered Shareholders"). Without specific instructions, intermediaries are prohibited from voting shares for their clients. If you are a Non-Registered

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Shareholder, it is vital that the voting instruction form provided to you by Computershare Investor Services Inc., your broker, intermediary or its agent be returned according to their instructions, sufficiently in advance of the deadline specified by the broker, intermediary or its agent, to ensure that they are able to provide voting instructions on your behalf.

DATED at Vancouver, British Columbia, as of November 28, 2023.

By Order of the Board

"John Mirko"

John Mirko

President, Chief Executive Officer and Director

ROKMASTER RESOURCES CORP.

615 - 625 Howe Street

Vancouver, British Columbia V6C 2T6

Tel No. [phone]

NOTICE OF 2023 ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN THAT the 2023 annual general and special meeting (the "2023 Meeting") of the shareholders (the "Shareholders") of Rokmaster Resources Corp. (the "Company") will be held at 3:30 p.m. (Vancouver time) on January 12, 2024 for the following purposes:

1. To receive the audited financial statements of the Company for the year ended December 31, 2022 together with the report of the auditors therein;
2. To fix the number of directors at three (3);
3. To elect the directors;
4. To appoint the auditors and to authorize the directors to fix their remuneration;
5. To consider, and if thought fit, pass an ordinary resolution approving the Company's amended rolling 10% incentive stock option plan, as more particularly described in the accompanying Information Circular;
6. To consider and, if thought fit, to pass a special resolution (the "Arrangement Resolution"), the full text of which is attached as Schedule "A" to the accompanying Information Circular, approving an arrangement (the "Arrangement") under Section 288 of the Business Corporations Act (British Columbia) (the "BCBCA") between the Company and 4Metals Exploration Ltd. ("4ME"), which involves, among other things: a reorganization of the business and capital of the Company and the distribution of common shares of 4ME held by the Company to the Shareholders, as more particularly described in the Information Circular;
7. To consider and, if thought fit, to approve and ratify a stock option plan for 4ME;
8. To transact such further or other business, including without limitation such amendments or variations to any of the foregoing resolutions, as may properly come before the 2023 Meeting and any postponement or adjournment thereof.

Pursuant to the Interim Order of the Supreme Court of British Columbia and the BCBCA, registered Shareholders have the right to dissent in respect of the Arrangement Resolution and be paid the fair value for their Company common shares. The dissent rights are described in the accompanying management information circular. Failure to strictly comply with the requirements set forth in the plan of arrangement and Sections 237 to 247 of the BCBCA may result in the loss or unavailability of any right of dissent.

The Company's audited financial statements, report of the auditor and related management's discussion & analysis will be made available at the 2023 Meeting, and were mailed to those registered and beneficial Shareholders of the Company who requested them. The audited financial statements are available on the System for Electronic Document Analysis and Retrieval+ ("SEDAR+") website under "Documents" on the profile of "Rokmaster Resources Corp." located at http:///www.sedarplus.ca.

The accompanying Information Circular provides additional information relating to the matters to be dealt with at the 2023 Meeting and is deemed to form part of this notice. Also accompanying this notice are:

1. a form of proxy or voting instruction form (as applicable);
2. a financial statements request form; and
3. a letter of transmittal.

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Registered Shareholders

Every registered Shareholder at the close of business on November 28, 2023 is entitled to receive notice of, and to vote such common shares at, the 2023 Meeting.

Registered Shareholders who are unable to attend the 2023 Meeting in person and who wish to ensure that their common shares will be voted at the 2023 Meeting are requested to complete, sign and deliver the enclosed form of proxy. In order to be valid and acted upon at the 2023 Meeting, form of proxy must be returned to the aforesaid address no later than 3:30 p.m. (Vancouver time), on January 10, 2024. Further instructions with respect to the voting by proxy are provided in the form of proxy and in the Information Circular accompanying this Notice.

Non-Registered Shareholders

Shareholders may beneficially own common shares that are registered in the name of a broker, another intermediary or an agent of that broker or intermediary ("Non-Registered Shareholders"). Without specific instructions, intermediaries are prohibited from voting shares for their clients. If you are a Non-Registered Shareholder, it is vital that the voting instruction form provided to you by Computershare Investor Services Inc., your broker, intermediary or its agent be returned according to their instructions, sufficiently in advance of the deadline specified by the broker, intermediary or its agent, to ensure that they are able to provide voting instructions on your behalf.

DATED at Vancouver, British Columbia, as of November 28, 2023.

By Order of the Board

"John Mirko"

John Mirko

President, Chief Executive Officer and Director

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TABLE OF CONTENTS
FORWARD-LOOKING INFORMATION	vii
INFORMATION FOR UNITED STATES SHAREHOLDERS	vii
TECHNICAL INFORMATION	ix
Cautionary Note to United States Investors regarding Technical Information	ix
SUMMARY	ix
GLOSSARY OF TERMS	1
GENERAL PROXY INFORMATION	6
Solicitation of Proxies	6
Information for Non-Registered Shareholders	6
Voting of Proxies	8
Principal Holders of Voting Securities	8
ANNUAL GENERAL MEETING MATTERS	9
Election of Directors	9
Corporate Cease Trade Orders or Bankruptcies	10
Executive Compensation	11
Incentive Plan Awards	14
Director Compensation	16
Securities Authorized For Issuance Under Equity Compensation Plans	18
Indebtedness of Directors and Executive Officers	18
Interest of Informed Persons in Material Transactions	18
Disclosure of Corporate Governance Practices	19
Audit Committee	19
Management Contracts	24
Appointment of Auditors	25

PARTICULARS OF MATTERS TO BE ACTED UPON: RE-APPROVAL OF THE RKR EXISTING OPTION PLAN25

PARTICULARS OF MATTERS TO BE ACTED UPON: APPROVAL OF THE RKR AMENDED OPTION PLAN...27

PARTICULARS OF MATTERS TO BE ACTED UPON: THE ARRANGEMENT	29
The Company Prior to the Arrangement	29
Overview of the Arrangement	29
Background and Reasons for the Arrangement	31
Recommendation of the Directors	32
Principal Steps of the Arrangement	32
Arrangement Agreement	34
Distribution of Certificates	37
Dissent Rights	38
Income Tax Considerations	40
Exchange of Existing RKR Shares for New RKR Shares	42
SECURITIES LAW CONSIDERATIONS	57
Canadian Securities Laws	57
United States Federal Securities Laws	58
RISK FACTORS TO THE ARRANGEMENT	60
Risks of Not Proceeding with the Arrangement	60
Risks of Proceeding with the Arrangement	60
INFORMATION CONCERNING THE COMPANY POST-ARRANGEMENT	62
INFORMATION CONCERNING 4ME POST-ARRANGEMENT	62
PARTICULARS OF MATTERS TO BE ACTED UPON: APPROVAL OF 4ME OPTION PLAN	62
Approval of 4ME Option Plan	62
Recommendation of the Directors	65

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Approval	65
INTERESTS OF EXPERTS	65
OTHER MATTERS	66
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON	66
ADDITIONAL INFORMATION	66
BOARD APPROVAL	66
AUDITOR'S CONSENT	67
SCHEDULE "A"	ARRANGEMENT RESOLUTION
SCHEDULE "B"	AMENDED PLAN OF ARRANGEMENT
SCHEDULE "C"	INTERIM ORDER AND NOTICE OF HEARING OF PETITION
SCHEDULE "D"	4METALS EXPLORATION LTD. FINANCIAL STATEMENTS
SCHEDULE "E"	PRO FORMA AND CARVE-OUT FINANCIAL STATEMENTS
SCHEDULE "F"	INFORMATION CONCERNING THE COMPANY POST-ARRANGEMENT
SCHEDULE "G"	INFORMATION CONCERNING 4ME POST-ARRANGEMENT
SCHEDULE "H"	4ME OPTION PLAN
SCHEDULE "I"	DISSENT RIGHTS
SCHEDULE "J"	4ME AUDIT COMMITTEE CHARTER
SCHEDULE "K"	STATEMENT OF CORPORATE GOVERNANCE PRACTICES OF THE COMPANY

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Capitalized terms used herein are defined in the "Glossary of Terms" or elsewhere in the Information Circular.

FORWARD-LOOKING INFORMATION

Certain statements herein, including all statements that are not historical facts, contain forward-looking statements and forward-looking information within the meaning of applicable Canadian securities laws (collectively, "forward-looking statements"). These forward-looking statements relate to future events or future performance, and are based on expectations, estimates and projections as at the date of this Information Circular or the dates of the documents incorporated herein by reference, as applicable. In particular, this Information Circular contains forward-looking statements with respect to: the transfer pursuant to the Arrangement of the Transferred Assets to 4ME; the exploration and development of the Company's mineral properties; the Company's and 4ME's future business and strategies; requirements for additional capital and future financing; estimation of mineral resources; estimated future working capital, funds available, uses of funds, future capital expenditures, exploration expenditures and other expenses for specific operations, statements regarding future exploration programs, liquidity and effects on accounting policy changes, risks and uncertainties relating to the Company being in the exploration stage, the possibility that future exploration and development results will not be consistent with the Company's expectations, accidents, equipment breakdowns, title matters and surface access, labour disputes, the potential for delays in exploration activities, the potential for unexpected costs and expenses, commodity price fluctuations, currency fluctuations, failure to obtain adequate financing on a timely basis and other risks and uncertainties. Forward-looking statements or information also includes information contained in pro forma financial statements.

All statements in this document, other than statements of historical fact, that address events or developments that the Company expects to occur, are forward-looking statements. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by words "expects," "plans," "anticipates," "believes," "intends," "estimates," "projects," "potential," "interprets," and similar expressions, or that events or conditions "will," "would," "may," "could," or "should" occur.

In addition, forward-looking information are based on various assumptions including, without limitation, receipt of regulatory, Court and Shareholder approvals; successful completion of the Arrangement and related transactions; the expectations and beliefs of management, the assumed long-term price of commodities, that the Company will receive required permits, that the Company can access financing, appropriate equipment and sufficient labour and that the political environment within Canada and the various provinces in Canada will continue to support the development of environmentally safe mining projects, as well as those factors discussed under "Risk Factors to the Arrangement" herein and under "Risk Factors" in each of Schedule "F" and Schedule "G". Should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in forward-looking statements. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in forward-looking statements.

Readers should also refer to the Company's most recent quarterly and annual Management Discussion and Analysis for additional information on risks and uncertainties relating to forward looking statements and information. Although we have attempted to identify factors that would cause actual actions, events or results to differ materially from those disclosed in the forward looking statements or information, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. Also, many of the factors are beyond the control of the Company. Accordingly, readers should not place undue reliance on forward looking statements or information. The Company undertakes no obligation to reissue or update any forward looking statements or information as a result of new information or events after the date hereof except as may be required by law. All forward looking statements and information herein are qualified by this cautionary statement.

INFORMATION FOR UNITED STATES SHAREHOLDERS

The New RKR Shares and 4ME Shares issued or distributed, as the case may be, to Shareholders in exchange for the Existing RKR Shares pursuant to the Arrangement have not been and will not be registered under the U.S. Securities Act or any applicable state securities laws. The 4ME Shares and New RKR Shares issued or distributed, as the case may be, to Shareholders pursuant to the Arrangement will, for the purposes of U.S. securities laws, be considered to be issued or distributed in exchange for the Existing RKR Shares pursuant to