Caprock arranges $917,810 private placement

Executive Summary

• Caprock Mining Corp. has proposed a non-brokered private placement to raise up to $917,810 in aggregate gross proceeds through the issuance of hard-dollar units and flow-through units.
• The company also announced a related-party debt settlement to pay $100,000 owed to its CEO, issuing two million units at a deemed price of five cents per unit.
• Proceeds from the financing will be used for exploration on the Destiny gold property and general working capital, while the debt settlement is subject to regulatory approvals and CSE comments.

Key Details

• Hard-Dollar (HD) Units:
  • Proposed gross proceeds: Up to $542,500.
  • Price: 2.5 cents per unit.
  • Composition: One common share and one-half of one common share purchase warrant.
  • Warrant Terms: Exercisable to purchase one common share at $0.05 per share, exercisable for two years following issuance.
  • Hold Period: Four months and one day following issuance.
• Flow-Through (FT) Units:
  • Proposed gross proceeds: Up to $375,310.
  • Price: 3.0 cents per unit.
  • Composition: One flow-through common share and one-half of one warrant.
  • Warrant Terms: Same as HD warrants (one share at $0.05, two-year term).
  • Use of Proceeds: To incur eligible Canadian exploration expenses qualifying as flow-through mining expenditures related to the Destiny gold property near Val d'Or, Que.
  • Renunciation: Qualifying expenditures to be renounced to subscribers with an effective date no later than Dec. 31, 2025.
• Net Proceeds (HD Units):
  • Expected use: Expenditures on the Destiny project and general working capital.
• Finder’s Fees:
  • Finders entitled to fees of up to 8% of proceeds from introduced investors.
  • Finder Warrants: Entitle the finder to acquire HD units equal to 8% of the number of HD or FT units purchased by introduced investors.
  • Finder Warrant Terms: One HD unit at $0.05 per share for two years following closing.
• Related-Party Transaction (Financing):
  • Director Daniel Cohen is anticipated to purchase HD units.
  • The company intends to rely on exemptions from formal valuation and minority shareholder approval requirements under Multilateral Instrument 61-101 (MI 61-101).
• Debt Settlement:
  • Amount: $100,000 owed to the Chief Executive Officer for past services.
  • Consideration: Issuance of 2,000,000 debt settlement units.
  • Deemed Price: 5.0 cents per unit.
  • Composition: One common share and one-half of one common share purchase warrant (same terms as the private placement warrants).
  • Hold Period: Statutory hold period expiring four months and one day from issuance.
  • Conditions: Subject to regulatory approvals and addressing comments from the Canadian Securities Exchange (CSE) within a five-business-day period.
  • Regulatory Status: Constitutes a related-party transaction under MI 61-101; exemptions from formal valuation and minority approval are intended.