Lion Rock Resources Arranges $3M Financing

Lion Rock Resources Inc. (TSXV: ROAR) (FSE: KGB) (OTCQB: LRRIF) (the "Company") announces that it has arranged a non-brokered private placement of up to 15,000,000 units of the Company (the "Units") at a price of $0.20 per Unit for total gross proceeds of up to $3,000,000 (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 $0.30 per share for two years from the date of issue. If after all regulatory holds on the Warrants expire, the common shares of the Company trade on the TSX Venture Exchange at a price of $0.40 or more for five consecutive trading days at any time (the "Acceleration Event"), then the Warrants will expire, subject to the Company's discretion, on the earlier of the expiry date and 4:30 p.m. (Vancouver time) on the date which is 30 calendar days after the Company provides notice to the holders of the Warrants that the Acceleration Event has occurred.

Proceeds of the Offering will be used for property payments, exploration work on the Company's Volney Project and for general working capital.

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 Canadian mineral exploration company committed to advancing high-grade gold and lithium projects across North America. The Company's flagship asset, the Volney Project, is located in South Dakota's Black Hills, a mining-friendly jurisdiction surrounded by active gold operations. The Company is led by an award-winning team with a proven track record of mineral discoveries, project development, and financing.

On Behalf of the Board

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.

Caution Regarding Forward-Looking Information

Certain statements contained in this news release may constitute "forward-looking information" within the meaning of Canadian securities legislation. Forward-looking information is often, but not always, identified by the use of words such as "anticipate", "plan", "estimate", "expect", "may", "will", "intend", "should", "potential", "indicative" and similar expressions. Forward-looking information involves known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking information. Such forward-looking information is based on the current expectations of management of the Company. The Company's actual results could differ materially from those anticipated in this forward-looking information as a result of risks and uncertainties, including without limitation risks and uncertainties inherent in the exploration and development of mineral properties, fluctuations in commodity prices, counterparty risk, market conditions, regulatory decisions, competitive factors in the industries in which the Company operates, prevailing economic conditions, changes to the Company's strategic growth plans, and other factors, many of which are beyond the control of the Company. The Company believes that the expectations reflected in the forward-looking information are reasonable, but no assurance can be given that these expectations will prove to be correct and such forward-looking information should not be unduly relied upon. In making the forward-looking statements in this press release, the Company has applied several material assumptions. Any forward-looking information contained in this news release represents the Company's expectations as of the date hereof and is subject to change after such date. The Company disclaims any intention or obligation to update or revise any forward-looking information whether as a result of new information, future events or otherwise, except as required by applicable securities legislation.

NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/263871