“We invest in the Metals that power the World and the People who Discover them”


Vancouver, British Columbia – February 21, 2024 – Lion Rock Resources Inc. (TSX-V: ROAR), (FSE: KGB1) (the “Company” or “Lion Rock”) announces a non-brokered private placement of up to 10,000,000 units of the Company (the “Units”) at a price of $0.10 per Unit for gross proceeds of up to

$1,000,000 (the “Offering”). Each Unit will be comprised of one common share in the capital of the Company and one non-transferable share purchase warrant (a “Warrant”), with each Warrant entitling the holder thereof to acquire one additional common share at a price of $0.20 per share for two years from the date of issue.

The Company intends to use proceeds from the Offering as follows:

Use of ProceedsAmount
Maybrun Property – Environmental Report$15,000
Maybrun Property – Remediation$50,000
Fleuron Property – Option Payment$150,000
Fleuron and Revell Properties – Exploration$115,000
Due Diligence (Legal, Title Search, 43-101)$175,000
General Working Capital$495,000

Finders’ fees may be payable in whole or in part on the Offering, pursuant to the policies of the TSX Venture Exchange. All securities issued under the Offering will be subject to regulatory hold periods expiring four months and one day from the date of issue.

The securities issued pursuant to the Offering have not, nor will they be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons in the absence of U.S. registration or an applicable exemption from the U.S. registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in the United States or in any other jurisdiction in which such offer, solicitation or sale would be unlawful.

The Offering is subject to the acceptance of the TSX Venture Exchange.

About Lion Rock Resources Inc.

Lion Rock Resources Inc. is a brownfields exploration company focused on the Maybrun Copper-Gold Project in northwestern Ontario, approximately 80 km from New Gold’s Rainy River Gold Mine and 15 km from First Mining Gold’s Cameron Lake Project. The Company also holds properties prospective for lithium in Ontario and Quebec.

On Behalf of the Board

R. Dale Ginn, President & Chief Executive Officer O: 604-678-5308

E: dale@rsdcapital.com

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSXV Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Cautionary Note regarding Forward-Looking Statements

Statements contained in this press release that are not historical facts are “forward-looking information” or “forward looking statements” (collectively, “Forward-Looking Information”) within the meaning of applicable Canadian securities legislation and the United States Private Securities Litigation Reform Act of 1995. Forward-Looking Information includes, but is not limited to, the size the Offering and the intended use of proceeds from the Offering. The words “anticipate,” “significant,” “expect,” “may,” “will” and similar expressions are intended to be among the statements that identify Forward-Looking Information. Forward-Looking Information involves known and unknown risks, uncertainties and other factors which may cause the actual results to be materially different from any future results expressed or implied by the Forward-Looking Information. In preparing the Forward-Looking Information in this news release, the Company has applied several material assumptions, including, but not limited to, assumptions that general business and economic conditions will not change in a materially adverse and all requisite information and regulatory approvals will be available in a timely manner. Forward-Looking Information involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance, or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the Forward-Looking Information. Such risks and other factors include, among others, risks related to dependence on key personnel; risks related to unforeseen delays; availability of capital and financing; general economic, market or business conditions, regulatory changes; as well as those factors discussed in the Company’s public disclosure record. Although the Company has attempted to identify important factors that could affect the Company and may cause actual actions, events, or results to differ materially from those described in Forward-Looking Information, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that Forward-Looking Information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on Forward-Looking Information. Except as required by law, the Company does not assume any obligation to release publicly any revisions to Forward-Looking Information contained in this news release to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.