Subject: News Release - Smooth Rock Ventures Corp (SMRV:TSXV)
PDF Document
File: Attachment 20260908_SMRV_NR_Closes Final Tranche of Private Placement_FINAL.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 CLOSES SECOND AND FINAL TRANCHE
OF NON-BROKERED PRIVATE PLACEMENT
// NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES //
Vancouver, B.C. September 8, 2026 - Smooth Rock Ventures Corp. ("Smooth Rock" or the
"Company") (TSXV: SMRV; US-OTC: SMRVF) announces that, further to its news releases of June 10,
and July 24, 2026, the Company has now closed the second and final tranche ("Final Tranche") of its non-
brokered private placement offering (the "Private Placement") of units (the "Units") of the Company and
received final acceptance of the TSX Venture Exchange ("TSXV").
In the Final Tranche, the Company issued a total of 460,000 Units at a price of $0.25 per Unit for gross
proceeds of $115,000. 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 of the Final Tranche (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 raised from the Private Placement will be used primarily to fund work on the Company's
mineral properties and for general working capital purposes. No finder's 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 ("MI 61-101"). 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% 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 January 9, 2027, in accordance with applicable securities legislation.
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 use of proceeds of the Private Placement and the Company's business plans and
objectives. 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
changes in market conditions; the availability of future financing; general economic, market and business conditions;
and other risks and uncertainties disclosed in the Company's public disclosure documents filed on SEDAR+. 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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