Rokeby Resources (ASX: RKB) is acquiring the high‑grade Omeo Gold Project in eastern Victoria, underpinned by a 320 koz historical gold resource with substantial growth potential along a 5.8 km mineralised corridor.

Rokeby (ASX: RKB) is undertaking a capital raising of approximately A$4.0 million via the issue of approximately 1,000 million New Securities comprising of:

• a Conditional Placement of approximately $4.0 million (1,000 million shares) to Professional and Sophisticated investors (“Conditional Placement”) with shares to be issued subject to shareholder approval.

Subject to demand, the Board reserves the right to upsize the Conditional Placement by up to $2.0 million.

In conjunction with the placement, the company will also be announcing the acquisition of the Omeo Gold Project (“Acquisition”). This will see the issue of ~768.5 million shares (“TT & Advisor Shares”), subject to shareholder approval.

Rokeby Resources (ASX: RKB) is an Australian gold company acquiring the advanced, high‑grade Omeo Gold Project in Eastern Victoria, anchored by a 2.4 Mt historical resource at 4.02 g/t Au for 320,000 ounces across the Mt Wills (Maude and Sunnyside) deposits. The project offers a 5.8 km mineralised corridor open in all directions, with historical drilling demonstrating outstanding high‑grade intercepts and strong potential to grow resources through targeted underground and surface drilling. Post-transaction, Rokeby will be led by an experienced board and management team, including mining engineer Richard Beazley as Managing Director and former Victorian Treasurer and Resources Minister Tim Pallas as Non‑Executive Chairman, providing deep technical, operational and jurisdictional expertise. The company plans an aggressive 12‑month work program focused on infill and extensional drilling, JORC (2012) resource conversion, metallurgical test work and initial scoping studies, aiming to position Omeo as Victoria’s next high‑grade gold development

• Historical high-grade gold production area
• Drilling confirms high grade potential beyond historical production
• Substantial high-grade resource and significant exploration upside in untested areas
• Strong board with deep experience in Victoria
• Significant Near-Term Activity and Associated News flow

Mt Wills is a high‑grade goldfield located about 32 km north of Omeo, hosting the Maude and Sunnyside deposits within one of Victoria’s longest continually granted mining leases (MIN 4921). The field has produced more than 235,000 ounces of gold at grades exceeding 18 g/t from largely shallow underground workings, including the Yellow Girl and Maude mines, providing an extensive dataset of historic production and drilling. A historical (non‑JORC) resource of approximately 2.5 Mt at 4.0 g/t Au for 320,000 ounces underpins Mt Wills today, with mineralisation open in all directions along a 5.8 km corridor and multiple high‑grade lodes and gaps between Maude and Sunnyside remaining under‑drilled and targeted for future underground and surface exploration.

Cassilis is the southern component of the Omeo Gold Project, covering 261 km² across EL 5427 and EL 5404 approximately 5 km south of the Omeo township. It is a historic high‑grade goldfield, with reported production of at least 96,000 ounces of gold from 120,000 tonnes of ore between 1898 and 1916 at a recovered grade of 25 g/t Au, implying very high in situ grades. The tenure hosts 155 recorded hard‑rock historic mines and workings, including several significant reef systems, but currently has no defined Mineral Resource, providing substantial opportunity for new discoveries and resource definition. Rokeby plans to unlock Cassilis through systematic compilation of extensive historical data and application of modern exploration techniques, targeting high‑grade shoots beneath and along strike from historic workings to build a new resource base.

Upfront Cash of $2.55 million at completion of the transaction. Deferred Cash including:

1. First deferred cash payment of $3.0 million payable by Rokeby upon the first to occur of:

   a) the first gold pour of gold produced from any material extracted, recovered or processed from the Tenements;

   or

   b) the third` anniversary of Completion; and

2. Second Deferred Cash Payment: $3,000,000 payable by Rokeby on the first anniversary of the First Deferred Cash Payment,

Additional cash and share based payments at the Vendors election, of:

• Tranche 1: 500,000,000 Rokeby Shares or $2,000,000 cash, on the date falling 6 months after Completion;
• Tranche 2: 500,000,000 Rokeby Shares or $2,000,000 cash, on the date falling 12 months after Completion; and
• Tranche 3: 375,000,000 Rokeby Shares or $1,500,000 cash, on the date falling 18 months after Completion,

Royalty: An aggregate effective royalty consistent with a 1.5% net smelter return royalty on all gold products extracted from the tailings and underground resources from Tenements and sold.