Caprock Mining closes financing, debt settlement

Executive Summary

• Caprock Mining Corp. closed its non‑brokered private placement, raising $542,500 from hard‑dollar (HD) units and $375,310 from flow‑through (FT) units.
• Proceeds will fund eligible Canadian exploration expenses on the Destiny gold property and general working capital for the project.
• The company also settled a related‑party debt with CEO Vishal Gupta, issuing 2 million units at a deemed price of $0.05 per unit.

Key Details

• HD Units: 1.2 M units issued at $0.025 each; each unit = 1 common share + ½ warrant (exercise $0.05, 2‑year term).
• FT Units: 1.25 M units issued at $0.03 each; each unit = 1 flow‑through common share + ½ warrant (same terms as HD warrants).
• Gross Proceeds:
• HD: $542,500
• FT: $375,310
• Hold Period: All securities subject to a four‑month statutory hold expiring Feb 7 2026.
• Use of FT Proceeds: Eligible Canadian exploration expenses on the Destiny gold property (option agreement dated Dec 4 2024); renunciation to subscribers by Dec 31 2025.
• Use of HD Proceeds: Expenditures on the Destiny project and general working capital.
• Finder Compensation: $57,608.80 paid in cash; 2,117,626 finder warrants issued (exercise $0.05, 2‑year term).
• Related Party Subscription: Director Daniel Cohen received 1.2 M units as a related‑party transaction under MI 61‑101, exempt from formal valuation and minority approval.
• Early Warning Disclosure – Mr. Frank Guillemette: Acquired 1,666,666 FT units ($50,000) and 6,600,000 HD units ($165,000); now controls 8,266,666 common shares + warrants for an additional 4,133,333 shares (~10.62 % of outstanding). No prior holdings.
• Debt Settlement with CEO Vishal Gupta: Issued 2 M units at a deemed $0.05 per unit; each unit = 1 common share + ½ warrant (exercise $0.065, expires Oct 6 2027). Hold period same as placement securities (expires Feb 7 2026). Transaction treated as related‑party under MI 61‑101 with applicable exemptions.

Notable Quotes

• “The successful closing of this financing provides us with the capital needed to advance exploration at Destiny and maintain operational flexibility,” – CEO Vishal Gupta.