Caprock Mining closes financing, debt settlement

Mr. Vishal Gupta reports CAPROCK ANNOUNCES CLOSING OF PRIVATE PLACEMENT AND DEBT SETTLEMENT AND PROVIDES EARLY WARNING DISCLOSURE Caprock Mining Corp. has closed its previously announced non-brokered financing of hard-dollar (HD) units, raising aggregate gross proceeds of $542,500, and flow-through (FT) units, raising aggregate gross proceeds of $375,310. Each HD unit was issued at a price at 2.5 cents, and comprises one common share and one-half of one common share purchase warrant. Each warrant is 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 qualifies as a flow-through share (within the meaning of Subsection 66(15) of the Income Tax Act (Canada). Each FT unit was issued at a price at three cents, and comprises one flow-through common share and one-half of one warrant. The securities issued in connection with the financing are subject to a four-month hold period expiring on Feb. 7, 2026. 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 news 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. In connection with the closings, the company paid an aggregate of $57,608.80 in finders' fees and issued a total of 2,117,626 finders' warrants. Each finder's warrant entitles the holder to acquire one common share of the company at a price of five cents for a period of two years following the closing date. PowerOne Capital Markets Ltd. acted as finder in connection with a portion of the offering. Pursuant to the offering, the company issued 1.2 million units to Daniel Cohen, a director of the company, who is considered to be a related party (within the meaning of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions), making the offering a related party transaction (within the meaning of MI 61-101). The company was 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. The material change report to be filed in connection with the offering will be filed less than 21 days prior to the closing of the offering. The shorter period was necessary in order to permit the company to close the offering in a time frame consistent with usual market practice for transactions of this nature. Early warning disclosure Frank Guillemette acquired 1,666,666 FT units (total consideration $50,000) and 6.6 million HD units (total consideration $165,000) pursuant to the offering, and now beneficially owns and has control of 8,266,666 common shares of the company, as well as common share purchase warrants to acquire a further 4,133,333 common shares, representing approximately 10.62 per cent of the issued and outstanding common shares as calculated in accordance with National Instrument 62-104, Take-Over Bids and Insider Bids. Prior to the acquisition of FT units and HD units, Mr. Guillemette did not hold any securities of the company. The FT units and HD units were acquired for investment purposes by Mr. Guillemette. Mr. Guillemette has a long-term view of his investment in the company, and may acquire additional securities of the company, including on the open market or through private acquisitions, or sell the securities, including on the open market or through private dispositions, in the future depending on market conditions and other relevant factors. Mr. Guillemette is a resident of Chicoutimi, Que. This news release is being issued in accordance with National Instrument 62-103, The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, in connection with the filing of an early warning report dated Oct. 6, 2025. A copy of the early warning report relating to the Mr. Guillemette's participation in the offering will be available under the issuer's profile on SEDAR+. Debt settlement The company also announced that it completed the previously disclosed debt settlement with its chief executive officer. Pursuant to the debt settlement, Vishal Gupta was issued an aggregate of two million units of the company at a deemed price of five cents per debt settlement unit. Each debt settlement unit consists of one common share and one-half of one common share purchase warrant, with a warrant being exercisable into a common share of the company at an exercise price of 6.5 cents and expiring on Oct. 6, 2027. The securities issued under the debt settlement are subject to a statutory hold period expiring on Feb. 7, 2026. The debt settlement constituted a related party transaction under MI 61-101. The company relied 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.