Mr. Nick Taylor reports

SOFTROCK ANNOUNCES PROPOSED CONVERTIBLE DEBENTURE FINANCING

Softrock Minerals Ltd. intends to sell by way of private placement up to $100,000 aggregate principal amount of 5.0 per cent convertible unsecured subordinated debentures. The proceeds of the offering will be used to expand lithium and oil and gas holdings and for general corporate purposes. Over 55 per cent of the offering will be taken up by the present Softrock directors.

Closing

It is anticipated that closing of the offering will occur on or about June 15, 2017. Completion of the offering is subject to certain conditions including the receipt of all necessary regulatory approvals, including listing on the TSX Venture Exchange of the common shares which may be issued on conversion of the debentures. The debentures and the common shares issuable upon conversion thereof will be subject to a hold period of four months and a day from the closing date.

The debenture terms

The debentures will be due 12 months from the date of issuance and bear interest at 5.0 per cent per annum payable quarterly in arrears on March 31, June 30, Sept. 30 and Dec. 31 of each year, commencing June 30, 2017.

The debentures will be unsecured and payment of the principal and interest on the debentures will be subordinated and postponed in right or payment to all senior indebtedness of Softrock.

The debentures will be convertible into fully paid and non-assessable common shares of the company at the option of the holder at any time prior to the close of business on the maturity date at a conversion price of five cents per common share. Holders converting their debentures will receive accrued and unpaid interest thereon in cash for the period from the date of the last interest payment to the date of conversion. Assuming the offering is fully subscribed, an aggregate of two million common shares will be issuable upon conversion of the debentures, representing approximately 9 per cent of the currently issued and outstanding common shares of the company.

The debentures will not be redeemable other than in certain circumstances in connection with a change of control.

On maturity, Softrock may, at its option, subject to regulatory approval, elect to satisfy its obligations to repay the principal of the debentures then maturing by issuing and delivering that number of freely tradable common shares of Softrock obtained by dividing such principal by 95 per cent of the weighted average trading price of the common shares on the TSX Venture Exchange (or such other stock exchange or over-the-counter market the common shares are then listed on) for the 20 consecutive trading days ending five trading days prior to the date fixed for maturity.

We seek Safe Harbor.