ROCA Amends Incentive Stock Options

ROK: TSX.V

VANCOUVER , Jan. 28 /CNW/ - Roca Mines Inc. (ROK: TSX-V) ("Roca" or "the Company") has reduced the exercise price of 1,955,000 previously granted incentive stock options held by various employees and consultants of the Company to an exercise price of $1.00 per common share. The options were granted between February 2007 and August 2008 , are exercisable at $1.45 , $2.25 or $3.55 , and have expiry dates ranging from February 19, 2012 to August 21, 2013 . No amendments have been made to the expiry dates or other terms of the stock options.

Subject to regulatory approval, the Company has also reduced the exercise price of 3,650,000 incentive stock options held by directors and senior officers to $1.00 per common share. These options have the same grant/expiry date ranges and exercise prices as those held by employees and consultants. In accordance with TSX Venture Exchange policies, the repricing of any options held by officers and directors of the Company is subject to disinterested shareholder approval. Accordingly, disinterested shareholders will be asked to approve the repricing of the 3,650,000 stock options held by officers and directors at Roca's annual general meeting. Disinterested shareholders will also be asked to approve a new "rolling" stock option plan that will allow the Company to issue up to 10% of the Company's issued and outstanding common shares at any given time.

The purpose of the repricing of previously granted options, and the new rolling stock option plan, is to provide an incentive to the directors, officers, employees, and consultants to continue their involvement and to increase their efforts on the Company's behalf, by allowing them an opportunity to participate in the growth of the Company. The granting of options is intended to align the interests of individuals with that of the Company and the directors believe it is important that shareholders approve the plan, to allow the Company to continue to retain highly qualified individuals.

    
                               ROCA MINES INC.

                               "David Skerlec"

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                 David J. Skerlec - Chief Financial Officer
    

The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this release.

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For further information: Investor Relations, Tel: [phone], Fax: [phone], Email: [email protected], Web: www.rocamines.com