Millrock Announces Strategic Investment by EMX Royalty Corporation – Goodpaster Gold District, Alaska

Key Highlights:

• EMX Royalty Corp. is making a strategic investment in Millrock Resources.
• $1,000,000 investment, purchasing Millrock shares at a premium to the market price.
• Funds to be directed to Goodpaster Mining District (area of Pogo Gold Mine), Alaska.
• Millrock to acquire mineral rights and grant royalties to EMX.

VANCOUVER, April 24, 2019 - Millrock Resources Inc. (TSX-V: MRO, OTCQX: MLRKF) ("Millrock" or the “Company”) reports that EMX Royalty Corp. (TSX-V: EMX, NYSE – American: EMX) (“EMX”) has agreed to make a $1,000,000 equity investment in Millrock through a private placement financing (“the Private Placement”) (all figures are in Canadian dollars). The subscription price represents a significant premium to Millrock’s current market price. In return for the premium financing, Millrock has agreed to grant certain royalty interests to EMX. Millrock and EMX have agreed that the investment funds will be used in Alaska’s Goodpaster Mining District in which the Pogo Gold Mine is located. The Pogo Gold Mine is now owned by Northern Star Resources (“Northern Star”). As of the middle of 2018, the high-grade gold mine had already produced approximately 3.8 million ounces of gold (source: Northern Star website¹). Millrock believes that more gold deposits can be discovered in the lightly-explored, emerging Goodpaster District. The Goodpaster District is situated in east-central Alaska within the Tintina Gold Province, an arcuate span of rocks that hosts numerous, large gold deposits in Yukon and Alaska.

Gregory A. Beischer, President & CEO of Millrock commented, “We are pleased to collaborate with EMX to maximize our chances of finding gold ore bodies. There has only been one exploration push in the Goodpaster District since the discovery of Pogo in 1994. It is common in productive gold mining camps that multiple deposits are discovered. So far there has only been one mine developed in the Goodpaster District. We believe Alaska’s Goodpaster area will one day become a gold mining camp of significant proportion. Millrock already owns a substantial proprietary geological database for the district and has held some key claim blocks near the Pogo Gold Mine for some years. We intend to use our database and knowledge to acquire high-potential mineral lands and to explore for gold deposits in this emerging district.”

Under the Private Placement, EMX will purchase 7,142,857 units at a price of $0.14 per unit for a total investment of $1,000,000. Each unit will consist of one common share of Millrock and one share purchase warrant, each entitling the holder to purchase one additional common share of Millrock until December 14, 2021 at an escalating exercise price ($0.14 until December 14, 2019; $0.17 from December 15, 2019 until December 14, 2020; and $0.20 from December 15, 2020 until December 14, 2021). Upon completion of the Private Placement, it is expected that EMX will own approximately 9.4% of Millrock’s issued and outstanding common shares, and, if EMX exercises its warrants prior to any further Millrock share issuances, would own 17.5% of Millrock’s issued and outstanding shares.

The Private Placement includes an accelerated warrant exercise provision. In the event that Millrock’s shares have traded at or above $0.20 per share for 20 consecutive trading days, Millrock may give notice that the warrants will expire if not exercised within 30 days of receipt of such notice by EMX. The Private Placement includes a partial restriction on resale of the securities (in addition to the usual Securities Act hold provision) until the first anniversary of the investment, and an anti-dilution clause entitling EMX to subscribe for additional shares in any future financings to maintain its existing percentage ownership of Millrock.

Millrock and EMX have agreed to the use of a minimum of $500,000 from the Private Placement for the acquisition of mineral rights and advancement of exploration on projects within a defined area of interest surrounding the Goodpaster Mining District. Millrock will grant royalty rights to EMX on certain existing projects and on new projects developed with the EMX funding. The amount of the royalty granted to EMX will, for claims staked on lands where no underlying royalty exists, be 1.0% of Net Smelter Returns (“NSR”). For claims staked on lands where there is an existing royalty payable to a third party, the royalty to be granted to EMX will be 0.5% NSR. The obligation to grant royalties on new projects will end when Millrock has expended $500,000 on claim staking and exploration within the area of interest subject to the investment funding. If EMX provides funding to Millrock to buy out the royalty that exists on the West Pogo optioned claims, Millrock will buy out the royalties and grant a new royalty of 1.5% NSR to EMX on such claims. Millrock has also granted EMX a right of first refusal on any future royalty financings.

The Private Placement is subject to receipt of TSX Venture Exchange approval.

Cautionary Statement
The Company cautions that the mineralization at the Pogo Gold Mine is not necessarily indicative of the mineralization that may be identified on the Millrock properties, and there is no certainty that significant mineralization similar to that found at the Pogo Gold Mine will be identified on the properties.

Qualified Person
Gregory Beischer is the qualified person pursuant to National Instrument 43-101 Standards of Disclosure for Mineral Projects responsible for, and having reviewed and approved, the technical information contained in this news release. Mr. Beischer is the president, chief executive officer, and a director of Millrock.

About Millrock Resources Inc.
Millrock Resources Inc. is a premier project generator to the mining industry. Millrock identifies, packages, and operates large-scale projects for joint venture, thereby exposing its shareholders to the benefits of mineral discovery without the usual financial risk taken on by most exploration companies. The company is active in Alaska, the southwest USA and Sonora State, Mexico. Funding for drilling at Millrock’s exploration projects is primarily provided by its joint venture partners. Business partners of Millrock have included some of the leading names in the mining industry: EMX Royalty, Centerra Gold, First Quantum, Teck, Kinross, Vale, Inmet, Altius, and Riverside. Millrock is a major shareholder of junior explorer ArcWest Exploration Inc. and holds a portfolio of exploration project royalty interests.

ON BEHALF OF THE BOARD
“Gregory Beischer”
Gregory Beischer, President & CEO

FOR FURTHER INFORMATION, PLEASE CONTACT:
Melanee Henderson, Investor Relations
(604) 638-3164
(877) 217-8978 (toll-free)

Some statements in this news release contain forward-looking information (within the meaning of Canadian securities legislation) including, without limitation, management’s expectation that it will acquire further mineral rights and advance exploration in the Goodpaster Mining District and that it is expected that further gold deposits will be discovered in the Goodpaster Mining District. These statements address future events and conditions and, as such, involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the statements. Such factors include, without limitation, Millrock’s ability to raise funds needed to perform additional exploration, the results of further exploration and development of the Goodpaster Mining District projects and customary risks of the resource industry.

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¹ Millrock cautions readers that this link is provided as a convenience and for information purposes only, and, Millrock makes no representation as to the accuracy, completeness, or currency of the information appearing at the link or elsewhere on Northern Star’s website.

A photo accompanying this announcement is available at http://www.globenewswire.com/NewsRoom/AttachmentNg/19d6bdea-f0ee-405c-b111-91cea22a93bc