Caprock Announces Closing of Private Placement and Confirmation of Payment of Anniversary Payment on Destiny Option

Executive Summary

• Caprock Mining Corp. closed a non‑brokered financing of hard‑dollar units (HD Units) and flow‑through units (FT Units), raising total gross proceeds of $897,400.
• Proceeds will be used for eligible Canadian exploration expenses on the Destiny gold project and for general working capital.
• The company also announced payment of the $100,000 anniversary fee under its Option Agreement with Big Ridge Gold Corp., issuing 2,579,979 common shares at a deemed price of $0.0969 per share.

Key Details

• Financing Structure
• HD Units: 1,000,000 units issued at $0.10 each (one common share + ½ warrant). Gross proceeds: $100,000.
• FT Units: Units issued at $0.12 each (one common share + ½ warrant), qualifying as flow‑through shares. Gross proceeds: $797,400.
• Warrant Terms
• Each warrant exercisable for one common share at $0.15 within 18 months of issuance.
• Hold Period: All securities subject to a four‑month statutory hold period expiring April 13 2026.
• Use of Proceeds
• FT Unit proceeds: fund eligible Canadian exploration expenses on the Destiny Project; renounced to subscribers by Dec 31 2025.
• HD Unit proceeds: support Destiny Project expenditures and general working capital.
• Finder Compensation
• Paid $50,778 in finder fees.
• Issued 423,150 finder warrants (right to acquire one common share at $0.12 for 18 months).
• Related Party Subscription
• 1,000,000 HD Units issued to Frank Guillemette (>10% shareholder), qualifying as a related‑party transaction under MI 61‑101.
• Exempted from formal valuation and minority approval per Sections 5.5(b) & 5.7(1)(a).
• U.S. Securities Law Disclaimer
• Units not registered in the U.S.; cannot be offered/sold to U.S. persons absent exemption/registration.
• Option Agreement Anniversary Payment
• Payable amount: $100,000 cash + issuance of $250,000 worth of common shares.
• Shares issued at deemed price $0.0969, totaling 2,579,979 shares; subject to four‑month hold period.
• Qualifying Expenditures Renunciation
• To be completed no later than Dec 31 2025, with proceeds renounced in favour of subscribers.

Notable Quotes

(No direct quotes were included in the release.)