Caprock arranges $917,810 private placement

Mr. Vishal Gupta reports CAPROCK ANNOUNCES PROPOSED PRIVATE PLACEMENT Caprock Mining Corp. has proposed a non-brokered financing of hard-dollar units to raise aggregate gross proceeds of up to $542,500 and flow-through units to raise aggregate gross proceeds of up to $375,310. Each HD unit will be issued at a price at 2.5 cents and will be composed of one common share and one-half of one common share purchase warrant. Each warrant will be exercisable to purchase one common share of the company at any time on or before the date that is two years following the issuance of the warrant at a price of five cents. Each FT unit will qualify as a flow-through share (within the meaning of Subsection 66(15) of the Income Tax Act (Canada)). Each FT unit will be issued at a price at three cents and will be composed of one flow-through common share and one-half of one warrant. The securities issued in connection with the financing will be subject to a four-month hold period expiring on the date that is four months and one day following the issuance of the HD units and FT units. The gross proceeds from the sale of FT units will be used by the company to incur eligible Canadian exploration expenses that qualify as flow-through mining expenditures (as both terms are defined in the Income Tax Act (Canada)) related to the Destiny gold property located near Val d'Or, Que., on which the company entered into an option agreement (see press release dated Dec. 4, 2024). The qualifying expenditures will be renounced in favour of the subscribers with an effective date no later than Dec. 31, 2025. The net proceeds from the sale of the HD units are expected to be used for expenditures on the Destiny project as well as general working capital. Certain finders are entitled to receive finders' fees of up to 8 per cent of the proceeds from investors introduced by the finder together with finder warrants entitling the finder to acquire a number of HD units equal to 8 per cent of the number of HD units or FT units purchased by investors introduced to the company by the finder. Each finder warrant will entitle the holder to acquire one HD unit at a price of five cents for a period of two years following the closing date. It is anticipated that Daniel Cohen, a director of the company, will be purchasing HD units. As such, the company will be issuing securities to a purchaser who is considered a related party (within the meaning of Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions)), making the applicable offering a related-party transaction (within the meaning of MI 61-101). If such sales are completed, the company will be exempt from obtaining a formal valuation for, and minority approval of, the related-party subscription pursuant to sections 5.5(b) and 5.7(1)(a) of MI 61-101, respectively. Proposed debt settlement The company also announced that it intends to settle debt totalling $100,000 owed to its chief executive officer for past services in consideration for the issuance of an aggregate two million units of the company at a deemed price of five cents per debt settlement unit. Each debt settlement unit will consist of one common share and one-half of one common share purchase warrant, which warrants will have the same terms as the warrants issued in the offering. The securities issued under the debt settlement will be subject to a statutory hold period expiring four months and one day from the date of issuance. Closing of the debt settlement is subject to certain conditions, including, but not limited to, the receipt of all necessary regulatory approvals, and subject to addressing any comments received from the Canadian Securities Exchange during a five-business-day period from the date of this news release in accordance with its policies. The debt settlement will constitute a related-party transaction under MI 61-101. The company intends to rely on exemptions from the formal valuation and minority shareholder approval requirements provided under subsections 5.5(a) and 5.7(1)(a) of MI 61-101, respectively. We seek Safe Harbor.