Smooth Rock closes debt settlement transactions

Executive Summary

• Smooth Rock Ventures Corp. closed its previously announced debt settlement, eliminating $907,040 of outstanding obligations.
• The settlement was executed by issuing 3,809,520 common shares at a deemed price of $0.105 per share to satisfy $400,000 of the debt and cancelling the remaining $507,040.
• Issued shares are subject to a four‑month hold period under TSX Venture Exchange rules; the transaction is exempt from certain MI 61‑101 valuation and minority‑approval requirements.

Key Details

• Total debt settled: $907,040 (management fees, contractor fees, other obligations).
• Debt extinguished via share issuance: $400,000 represented by 3,809,520 common shares at a deemed price of $0.105 per share.
• Remaining debt cancelled: $507,040 was written‑off without additional consideration.
• Hold period on issued shares: Four months from the date of issuance, in accordance with securities laws and TSX Venture Exchange policies.
• Regulatory treatment:
• Considered a related‑party transaction under MI 61‑101; exempt from formal valuation (Section 5.4) based on reliance on Section 5.5(b).
• Exempt from minority‑approval requirement (Section 5.6) because the fair market value of the consideration does not exceed 25 % of Smooth Rock’s market capitalization (per Section 5.7(1)(a)).
• Impact on capital structure: Debt load reduced by ~100 %; equity base increased by approximately 3.8 million shares, diluting existing shareholders but improving balance‑sheet strength.

Notable Quotes

(No executive quotes were provided in the release.)