Mr. Vishal Gupta reports
CAPROCK ANNOUNCES CLOSING OF PRIVATE PLACEMENT AND CONFIRMATION OF PAYMENT OF ANNIVERSARY PAYMENT ON DESTINY OPTION
Caprock Mining Corp. has closed its previously announced non-brokered financing of hard-dollar units (the HD units) to raise aggregate gross proceeds of $100,000 and flow-through units (FT units) to raise aggregate gross proceeds of $797,400, for total gross proceeds of $897,400. Each HD unit was issued at a price at 10 cents and comprises one common share and one-half of one common share purchase warrant. Each warrant is exercisable to purchase one common share of the company at any time on or before the date that is 18 months following the issuance of the warrant at a price of 15 cents. Each FT unit was issued at a price at 12 cents and comprises one common share and one-half of one warrant. Each FT unit qualifies as a flow-through share (within the meaning of Subsection 66(15) of the Income Tax Act (Canada). The securities issued in connection with the financing are subject to a four-month hold period expiring on April 13, 2026.
The gross proceeds from the sale of FT units will be used by the company to incur eligible Canadian exploration expenses that qualify as flow-through mining expenditures (as both terms are defined in the Income Tax Act (Canada)) related to the Destiny gold property located near Val d'Or, Que., on which the company entered into an option agreement (see press release dated Dec. 4, 2024). The qualifying expenditures will be renounced in favour of the subscribers with an effective date no later than Dec. 31, 2025.
The net proceeds from the sale of the HD units are expected to be used for expenditures on the Destiny project as well as general working capital.
In connection with the closings the company paid an aggregate of $50,778 in finders' fees and issued a total of 423,150 finder warrants. Each finder warrant entitles the holder to acquire one common share in the capital of the company at a price of 12 cents for a period of 18 months following the closing date.
Pursuant to the offering, the company issued one million HD units to Frank Guillemette, a holder of greater than 10 per cent of the company's outstanding common shares, who is considered to be a related party (within the meaning of Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions), making the offering a related party transaction (within the meaning of MI 61-101). The company was exempt from obtaining a formal valuation for, and minority approval of, the related party subscription pursuant to Section 5.5(b) and 5.7(1)(a) of MI 61-101, respectively. The material change report to be filed in connection with the offering will be filed less than 21 days prior to the closing of the offering. The shorter period was necessary in order to permit the company to close the offering in a time frame consistent with usual market practice for transactions of this nature.
Destiny option agreement -- anniversary payment
The company is also pleased to announce that it will be paying the anniversary payment required to be made under the terms of the option agreement with Big Ridge Gold Corp. Pursuant to the agreement, the company is required to pay $100,000 and issue $250,000 in common shares at a deemed price equal to the greater of (i) the 20-day volume weighted average price for the 20 days preceding the date of issuance of the additional common shares and (ii) five cents. Based on the foregoing, the company will issue 2,579,979 common shares in satisfaction of the foregoing requirement at a deemed issue price of 9.69 cents per share. These shares will be subject to a four-month statutory hold period from the date of issuance.
About Caprock Mining Corp.
Caprock Mining is a Canadian mineral exploration company focused on exploring precious metals in Quebec and Ontario.
The company has an option to earn a 100-per-cent interest in the Destiny gold property that comprises 127 mineral claims and encompasses an area of 5,013 hectares located less than two hours of drive from Val d'Or, Que. Destiny lies along a major deformation corridor in the Abitibi greenstone belt that includes the prolific Cadillac-Larder Lake, Destor-Porcupine and Casa Berardi fault zones which host numerous producing and development-stage gold deposits. The project overlies a 6.0-kilometre-long segment of the poorly explored Despinassy shear zone which is a splay off the regional Chicobi fault. Destiny hosts a significant, open pit-constrained, National Instrument 43-101-compliant mineral resource estimate published in March, 2025.
Additionally, the company holds a 100-per-cent interest in three gold exploration properties in the historical Beardmore-Geraldton gold belt of Ontario -- a belt that has produced over four million ounces of gold historically, and contains the sizeable Greenstone gold project (formerly known as the Hardrock gold project) which is being brought to production by Equinox Gold.
The scientific and technical information disclosed in this release has been reviewed and approved by Vishal Gupta, the company's president and chief executive officer. Mr. Gupta is a PGeo-registered with the Professional Geoscientists of Ontario (PGO) and considered a qualified person as defined under National Instrument 43-101.
We seek Safe Harbor.
© 2025 Canjex Publishing Ltd. All rights reserved.