Roca Mines Inc.

Roca Mines Inc. is a junior mining company primarily engaged in exploration for mineral resources including base, precious and strategic metals. The company is currently advancing two projects in B.C., namely the MAX Molybdenum Project and the Foremore VMS-Gold Project.

MAX Molybdenum Project

The MAX molybdenum deposit is located approximately 60 kilometres south of Revelstoke, B.C. From 1975 to 1982, the MAX property, formerly known as the Trout Lake Project, was explored extensively by a joint venture between Newmont Mines Limited and Esso Minerals Canada Ltd. Although the venture spent a total of $15 million at the site, which included driving 2000 metres of underground adit, crosscuts and drifts, the project was never put into production. Due to sinking molybdenum prices and poor market projection for the metal’s products the project was shut down in 1982. In 2003, molybdenum prices began to rise again and during January 2004, Roca optioned 100% interest in the MAX project.

During November 2005, the MAX project was awarded a mining permit from the B.C. Ministry of Energy, Mines and Petroleum Resources, leading the way for development of an underground mine and onsite concentrator. Initial production at the Max mine is expected to be at a rate of up to 75,000 tonnes per year. The phase 1 mine plan will focus on high-grade core, containing 280,000 measured and indicated tonnes of 1.95% molybdenum oxide (MoS2), or roughly 7.2 million pounds of contained molybdenum. According to management, historic and recent diamond drilling at the MAX property demonstrates that the deposit hosts zones of continuous molybdenite mineralization with grades that are greater than many currently operating molybdenite mines. A complete National Instrument 43- 101-compliant resource estimate was reported by the company during September 2004. Management expects that the new mine will be in production and generating cash flow by the third quarter of fiscal 2006.

During January 2006, Roca’s wholly-owned subsidiary, FortyTwo Metals Inc., agreed to purchase a complete 1,000-tonne-per-day mill, concentrator and related equipment for US$325,000. The Van Stone mill, located near Colville, Washington, will be moved and re-installed at the MAX property. The acquisition includes all buildings and engineering drawings for the mill, formerly used by ASARCO, a U.S.-based integrated copper mining, smelting and refining company, as late as 1993. Management believes that the Van Stone mill is well suited for use at the MAX site and will significantly reduce capital costs, lead time and engineering design requirements for the project. Although the rated capacity of the mill is greater than the initial planned production at MAX it provides a ready opportunity for possible future expansion of the project.

Foremore VMS-Gold Project

The company currently has a 100% interest in the Foremore VMS-Gold Project, which is located in the Eskay/Iskut Camp, one of the most active mining and exploration areas in B.C. This camp includes Barrick Gold Corporation’s (ABX:TSX) Eskay Creek Mine, Cominco Limited’s (now, Tech Cominco Ltd.) historic Snip Mine and Novagold Resources Inc.’s (NG:TSX) Galore Greek project. Located in the Liard Mining Division, the Foremore property is comprised of a number of volcanogenic massive sulphide (VMS) and gold/silver targets on its 235-square kilometre area.

Between 1989 and 1996 Cominco explored the Foremore site because of its abundance of mineralized boulders, however, according to Roca, Cominco failed to locate a source of several fields containing thousands of well-mineralized boulders. During the summer of 2002, the company initiated exploration efforts at Foremore, and in contrast to Cominco, Roca’s exploration crews have succeeded in discovering numerous showing and mineralized zones in a short period of time. Management believes that the company’s diligent prospecting has helped to make Foremore one of B.C.’s new base and precious metal-rich discoveries.

Although the Foremore VMS-Gold property is Roca’s flagship project it remains in the early stages of exploration. However, the company continues to conduct detailed programs designed to test the large-scale VMS and precious metal potential at the site. During February 2006, Roca announced positive drill and airborne geophysical results from its 2005 exploration program where several new VMS mineralized intervals were intersected. The program included geological mapping and rock geochemical sampling in the More Creek area of the Foremore project, four widely spaced diamond drill holes totaling roughly 3,000 metres and a large airborne electromagnetic (EM) and magnetic survey. Of the four drill holes, two intersected VMS mineralization, which management believes is significant as they occur within a large envelope of both intense hydrothermal alteration and highly anomalous base and precious metal values. The company plans to aggressively advance many targeted areas at the Foremore site during the 2006 field season and is currently planning a program that would include mapping and prospecting over airborne anomalies, ground EM to more precisely locate drill sites, drill testing of EM/magnetic anomalies and step out drilling of intersections in the More Creek area. As at November 30, 2005, Roca had spent a total of $3.9 million on the Foremore VMS-gold property.

Private Placement

On March 1, 2006, the company announced that it had arranged a non-brokered private placement of up to $2 million through the issuance of five million common shares at a price of $0.40 per share. Sprott Asset Management, one of Canada’s leading natural resource investors, will be subscribing for $1 million of the private placement. A 7% finder’s fee, to be paid in common shares, will be payable in connection with this transaction. Proceeds from the placement will be used for general working capital and to finance further development of Roca’s MAX molybdenum project.