Caprock Mining closes $897,400 private placement

Executive Summary

• Caprock Mining Corp. closed a private placement raising total gross proceeds of $897,400 through the issuance of hard-dollar units and flow-through units, subject to a four-month hold period.
• The company entered into a related-party transaction with Frank Guillemette, who subscribed to one million hard-dollar units, exempt from formal valuation and minority approval under MI 61-101.
• Caprock announced the payment of the anniversary payment for its Destiny gold property option, involving a $100,000 cash payment and the issuance of 2,579,979 common shares to Big Ridge Gold Corp.

Key Details

• Financing Structure:
  • Hard-Dollar (HD) Units: 1,000,000 units issued at $0.10 per unit, raising $100,000. Each unit comprises one common share and 0.5 warrant.
  • Flow-Through (FT) Units: Units issued at $0.12 per unit, raising $797,400. Each unit comprises one common share and 0.5 warrant.
  • Total Gross Proceeds: $897,400.
  • Warrant Terms (HD Units): Exercisable to purchase one common share at $0.15 per share, exercisable until 18 months following issuance.
  • Warrant Terms (FT Units): Each unit includes 0.5 warrant (specific exercise price not explicitly stated for FT warrants, but structure mirrors HD).
  • Hold Period: Securities are subject to a four-month hold period expiring on April 13, 2026.
• Use of Proceeds:
  • FT Units: Used for eligible Canadian exploration expenses qualifying as flow-through mining expenditures on the Destiny gold property near Val d'Or, Que. Qualifying expenditures will be renounced to subscribers with an effective date no later than Dec. 31, 2025.
  • HD Units: Net proceeds to be used for expenditures on the Destiny project and general working capital.
• Finder’s Fees:
  • Aggregate cash fees paid: $50,778.
  • Finder warrants issued: 423,150 warrants.
  • Finder Warrant Terms: Entitle holder to acquire one common share at $0.12 per share for 18 months following closing.
• Related Party Transaction:
  • Frank Guillemette (holder of >10% of outstanding common shares) subscribed to 1,000,000 HD units.
  • Transaction classified as related party under MI 61-101.
  • Exempt from formal valuation and minority approval pursuant to Sections 5.5(b) and 5.7(1)(a) of MI 61-101.
  • Material change report filed less than 21 days prior to closing to align with market practice.
• Destiny Option Anniversary Payment:
  • Cash Payment: $100,000 paid to Big Ridge Gold Corp.
  • Share Issuance: 2,579,979 common shares issued to satisfy the $250,000 share component of the anniversary payment.
  • Deemed Issue Price: $0.0969 per share (based on the greater of the 20-day VWAP or $0.05).
  • Hold Period: Issued shares subject to a four-month statutory hold period from the date of issuance.

Notable Quotes

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