Mr. Chris Hobbs reports
SMOOTH ROCK CLOSES SECOND AND FINAL TRANCHE
OF NON-BROKERED PRIVATE PLACEMENT
Further to Smooth Rock Ventures Corp.'s news releases of June 10,
and July 24, 2026, the company has now closed the second and final tranche of its non-brokered private placement offering of units of the company and
received final acceptance of the TSX Venture Exchange.
In the final tranche, the company issued a total of 460,000 units at a price of 25 cents per unit for gross
proceeds of $115,000. Each unit consists of one common share in the capital of the company
and one share purchase warrant, whereby each warrant shall be exercisable into one additional share at a price of 35 cents for a period of 36 months from the closing of the final tranche, provided that, if the closing price of the shares of the company is $1.00 or greater per
share for five 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 raised from the private placement will be used primarily to finance work on the company's
mineral properties and for general working capital purposes. No finders' fees were payable in the final tranche.
Insiders of the company participated in the final tranche acquiring an aggregate of 260,000 units for
proceeds to the company of $65,000. Christos Doulis, a director of the company, purchased 60,000 units
for $15,000; and Mohammad Fazil, a director of the company, purchased 200,000 units for $50,000
through a corporation he controls and directs.
The participation by insiders of the company in the final tranche constitutes a related party transaction
as defined under Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special
Transactions. The company relied on exemptions from the formal valuation and minority
shareholder approval requirements provided under sections 5.5(a) and 5.7(1)(a) of MI 61-101, as neither the
fair market value of the units purchased by the insiders, nor the consideration for the units paid by such
insiders, exceeded 25 per cent of the company's market capitalization. The company did not file a material change
report in respect of the related party transaction at least 21 days before the closing of the final tranche,
which the company deems reasonable in the circumstances in order to complete the final tranche in an
expeditious manner.
All securities issued in connection with the final tranche are subject to a statutory four-month hold period,
expiring Jan. 9, 2027, in accordance with applicable securities legislation.
About Smooth Rock Ventures Corp.
Smooth Rock Ventures is a United States-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-per-cent undivided interest in the Palmetto gold project, that consists of 116 unpatented
mining claims totalling 2,217 acres located in Esmeralda county, Nevada. The project hosts a National Instrument 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 to 2002.
We seek Safe Harbor.
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