Subject: News Release - Smooth Rock Ventures Corp (SMRV:TSXV)
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File: Attachment 20260807_SMRV_NR_Extension of Private Placement.pdf
1130 West Pender St.-Suite 555
Vancouver, B.C. V6E 4A4
Tel: 888 909-5548
Fax: 888 909-1033
Trading Symbols: TSXV: SMRV US-OTC: SMRVF
NEWS RELEASE
SMOOTH ROCK ANNOUNCES EXTENSION OF PRIVATE PLACEMENT
// NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES //
Vancouver, B.C. August 7, 2026 - Smooth Rock Ventures Corp. ("Smooth Rock" or the "Company")
(TSXV: SMRV; US-OTC: SMRVF) announces that, further to its news releases dated June 10, 2026, and
July 24, 2026, the TSX Venture Exchange ("TSXV") has granted the Company a further extension until
September 7, 2026, to complete its non-brokered private placement (the "Private Placement") of up to
3,000,000 units of the Company (the "Units").
As previously announced, the Private Placement consists of up to 3,000,000 units of the Company (the
"Units") at a price of $0.25 per Unit for gross proceeds of $750,000. The Company closed the first tranche
of the Private Placement on July 24, 2026, issuing 1,030,000 Units.
Each Unit consists of one (1) common share ("Share") in the capital of the Company and one (1) Share
purchase warrant ("Warrant"), whereby each Warrant shall be exercisable into one (1) additional Share at
a price of $0.35 for a period of 36 months from the closing date of the Private Placement (the "Closing
Date"), provided that, if the closing price of the Shares of the Company is $1.00 or greater per Share for
five (5) consecutive days at any time after the Closing Date, the Company may accelerate the Warrant term
such that the Warrants shall expire on the date which is 30 days following the date a press release is issued
by the Company announcing the reduced Warrant term.
The proceeds from the Private Placement will be used to advance the Company's exploration portfolio and
for general working capital purposes. The Company anticipates completing the Private Placement through
one or more additional tranches within the extended timeline granted by the TSXV, and the Company may
pay finder's fees to eligible finders in respect of additional tranches of the Private Placement, as permitted
by the policies of the TSXV.
All securities issued in connection with any subsequent tranches of the Private Placement will be subject to
a statutory hold period expiring four months and one day from the date of issuance, in accordance with
applicable securities legislation. The Private Placement remains subject to receipt of all necessary
regulatory approvals, including approval of the TSXV.
The securities described herein have not been, and will not be, registered under the United States Securities
Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws, and may not be offered
or sold within the United States except in compliance with the registration requirements of the U.S.
Securities Act and applicable state securities laws or pursuant to available exemptions therefrom. This news
release does not constitute an offer to sell or a solicitation of an offer to buy any securities in the United
States.
About Smooth Rock Ventures Corp.
Smooth Rock Ventures Corp. is a US-based exploration-stage company engaged in the acquisition and
exploration of mineral properties, primarily in the prolific Walker Lane mineral belt located in Nevada. The
Company owns a 100% undivided interest in the Palmetto Gold Project, that consists of 116 unpatented
mining claims totalling 2217 acres located in Esmeralda County, Nevada. The Project hosts a NI 43-101
compliant mineral resource estimation (WSP Canda Inc. McCraken 10-15-2020). Palmetto has seen
significant exploration work completed to date by numerous companies including, Newmont Gold, Phelps
Dodge Corp, Romarco Minerals, and most recently by ML Gold Corp. The initial "Discovery Hole" in
1988, was drilled by Phelps Dodge and bonanza gold-silver veins were subsequently drilled by Romarco
Minerals in 1997-2002. For more information, visit www.smoothrockventures.com.
FOR MORE INFORMATION PLEASE CONTACT:
Chris Hobbs, CFO & Director Tel: 416.276.6689
Email: info@smoothrockventures.com
Website: www.smoothrockventures.com
Neither the TSX Venture Exchange nor its Regulation Service Provider (as that term is defined in the
policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Cautionary Statements Regarding Forward Looking Information
This news release contains certain "forward-looking information" and "forward-looking statements"
(collectively "forward-looking statements") within the meaning of applicable securities legislation. All
statements, other than statements of historical fact, included herein, are forward-looking statements.
Forward-looking statements are frequently, but not always, identified by words such as "expects",
"anticipates", "believes", "intends", "estimates", "potential", "possible", and similar expressions, or
statements that events, conditions, or results "will", "may", "could", or "should" occur or be achieved.
Forward-looking statements in this news release relate to, among other things, statements with respect to
the completion of one or more additional tranches of the Private Placement, including acceptance of the
TSXV, the terms of the Private Placement, the use of proceeds of the Private Placement, the payment of
finder's fees in respect of additional tranches, and the Company's ability to complete the Private Placement
within the extended timeline granted by the TSXV. There can be no assurance that such statements will
prove to be accurate and actual results and future events could differ materially from those anticipated in
such statements. Forward-looking statements reflect the beliefs, opinions and projections on the date the
statements are made and are based upon a number of assumptions and estimates that, while considered
reasonable by the Company, are inherently subject to significant business, economic, competitive, political,
social and regulatory uncertainties and contingencies. Many factors, both known and unknown, could cause
actual results, performance or achievements to be materially different from the results, performance or
achievements that are or may be expressed or implied by such forward-looking statements and the parties
have made assumptions and estimates based on or related to many of these factors. Such factors include,
without limitation, an inability on the part of the Company to obtain TSX Venture Exchange acceptance of
the Private Placement, an inability to complete the Private Placement within the further extended timeline
granted by the TSXV, an inability to attract sufficient investor interest to complete subsequent tranches,
and management's discretion to reallocate the use of proceeds. Readers should not place undue reliance on
the forward-looking statements and information contained in this news release concerning these items. The
Company does not assume any obligation to update the forward-looking statements of beliefs, opinions,
projections, or other factors, should they change, except as required by applicable securities laws.
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