Smooth Rock to settle $907,040 of debt

On January 15, 2026, Smooth Rock Ventures announced it would settle $907,040 in outstanding debt through the issuance of common shares. A primary component of this restructuring involves a private placement to certain creditors (including related parties and insiders) to settle $400,000 of debt at a price of $0.105 per share, resulting in the issuance of 3,809,524 shares. This follows the January 12, 2026, appointment of Michael Ruggles, a corporate restructuring specialist, to the Board of Directors, and a 2:1 share consolidation effective December 8, 2025.

The impact is material and primarily negative for existing minority shareholders. - Dilution: The issuance of 3.8 million shares on a post-consolidation base of 12.3 million represents a roughly 31% increase in shares outstanding just to satisfy existing debt. - Insider Bailout: As of September 30, 2025, the company owed $712,012 to related parties. The debt settlement essentially allows insiders to convert potentially uncollectible debt into equity at $0.105, which is a 25% discount to the most recent trading price of $0.14. - Lack of Growth Capital: This transaction does not provide fresh cash for exploration at the Palmetto Gold Project; it merely cleans up a distressed balance sheet. - Survival Mode: The combination of a 2:1 consolidation followed immediately by a massive debt-for-equity swap indicates the company was at risk of insolvency or regulatory delisting.

Smooth Rock Ventures is a mineral exploration company focused on gold projects in Nevada, USA. - Palmetto Gold Project: Located in Esmeralda County, Nevada, within the Walker Lane trend. It is the company's flagship asset. - Giroux Project: A secondary project in Nevada. - Status: Both projects appear to be in a maintenance phase with minimal exploration spending ($38,538 spent over 9 months in 2025).