Rimrock Gold Corp (RMRK)

[Dobie Lama]

Two "insiders" buy a bunch of shares in this private placement.

690,000 Units were issued to Mr. Jean-Marc Lacoste, a director of the Corporation, and 800 000 Units were issued to Nemaska Lithium Inc., a holder of more than 10% of the outstanding common shares of the Corporation, which constitute "related parties transactions" within the meaning of Regulation 61-101 respecting Protection of Minority Security Holders in Special Transactions ("Regulation 61-101") and TSX Venture Exchange Policy 5.9 - Protection of Minority Security Holders in Special Transactions. However, the directors of the Corporation who voted in favour of the Offering have determined that the exemptions from formal valuation and minority approval requirements provided for respectively under subsections 5.5(a) and 5.7(1)(a) of Regulation 61-101 can be relied on as neither the fair market value of the Units issued to Mr. Lacoste or Nemaska Lithium Inc. nor the fair market value of the consideration paid exceed 25% of the Corporation's market capitalization. None of the Corporation's directors has expressed any contrary views or disagreements with respect to the foregoing.