Caprock Announces Proposed Private Placement

Executive Summary

• Caprock Mining Corp. announced a proposed non‑brokered financing of up to $897,400 total gross proceeds (​$100,000 from Hard Dollar Units at $0.10 each and up to $797,400 from Flow‑Through Units at $0.12 each).
• Proceeds will be used for eligible Canadian exploration expenses on the Destiny gold project (FT Units) and for Destiny Project expenditures plus general working capital (HD Units).
• The offering includes finder fees of up to 7 % of FT Unit proceeds, related‑party subscriptions exempt from formal valuation, and a four‑month hold period on all units.

Key Details

• Hard Dollar Units (HD Units)
• Price: $0.10 per unit
• Composition: 1 common share + ½ warrant (each whole warrant allows purchase of one common share at $0.15, exercisable up to 18 months after issuance)
• Target gross proceeds: $100,000

• Use of net proceeds: Destiny Project expenditures and general working capital

• Flow‑Through Units (FT Units)

• Price: $0.12 per unit
• Composition: 1 common share + ½ warrant (same exercise terms as HD Units)
• Target gross proceeds: up to $797,400

• Qualifying expenditures: eligible Canadian exploration expenses on the Destiny gold property, to be renounced by Dec 31 2025

• Hold Period

• Four‑month hold period ending four months and one day after issuance for both HD and FT Units.

• Finder Compensation

• Finder fees up to 7 % of proceeds from investors introduced to FT Units.

• Finder warrants: right to acquire common shares equal to 7 % of FT Units purchased, at $0.12 per share, exercisable for 18 months post‑closing.

• Related Party Subscriptions

• Insiders may purchase units; the offering qualifies as a “related party transaction” under MI 61‑101, exempting it from formal valuation and minority approval requirements.

• Regulatory Notes

• Units are not registered in the United States and cannot be offered or sold to U.S. persons absent an exemption.

Notable Quotes

• “The financing will provide us with the capital needed to advance exploration at Destiny while also delivering flow‑through tax benefits to our investors,” – Vishal Gupta, President & CEO.