Mr. Vishal Gupta reports
CAPROCK ANNOUNCES PROPOSED PRIVATE PLACEMENT
Caprock Mining Corp. has arranged a proposed non-brokered private placement offering of up to six million flow-through (FT) shares at a price of 10 cents per FT share for aggregate gross proceeds of up to $600,000. The company may, in its discretion and subject to the approval of the Canadian Securities Exchange, increase the size of the offering. The offering is not subject to any minimum aggregate offering. Each FT share will qualify as a flow-through share within the meaning of Subsection 66(15) of the Income Tax Act (Canada). The securities issued in connection with the offering will be subject to a four-month hold period expiring on the date that is four months and one day following the issuance of the FT shares.
The gross proceeds from the sale of FT shares 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 the news release dated Dec. 4, 2024). The company will incur qualifying expenditures in an amount equal to the gross proceeds raised from the sale of FT shares during the period from and after the closing date of the offering to and including Dec. 31, 2027, and will renounce qualifying expenditures to the subscribers with an effective date no later than Dec. 31, 2026.
The closing of the offering and each subscription is subject to the acceptance of the CSE.
Certain finders are entitled to receive finders' fees of up to 8 per cent of the proceeds from investors purchasing FT shares introduced by the finders, together with finders' warrants entitling the finders to acquire a number of common shares equal to 8 per cent of the number of FT shares purchased by investors introduced to the company by the finders. Each finder's warrant will entitle the holder to acquire one common share in the capital of the company at a price of 10 cents for a period of 18 months following the closing date.
Certain insiders may purchase FT shares under the offering. As such, the company may issue securities to one or more purchasers that will be considered a related party within the meaning of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions, making the applicable subscription a related party transaction within the meaning of MI 61-101. If such sales are completed, the company will be exempt from obtaining a formal valuation for, and minority approval of, the related party subscriptions pursuant to sections 5.5(b) and 5.7(1)(a) of MI 61-101, respectively.
About Caprock Mining Corp.
Caprock Mining is a Canadian mineral exploration company focused on exploring precious metals in Quebec and Ontario.
The company has an option to earn a 100-per-cent interest in the Destiny gold property that comprises 127 mineral claims and encompasses an area of 5,013 hectares located less than a two-hour drive from Val d'Or, Que. Destiny lies along a major deformation corridor in the Abitibi greenstone belt that includes the prolific Cadillac-Larder Lake, Destor-Porcupine and Casa Berardi fault zones, which host numerous producing and development-stage gold deposits. The project overlies a 6.0-kilometre-long segment of the poorly explored Despinassy shear zone, which is a splay off the regional Chicobi fault. Destiny hosts a significant, open-pit-constrained, National Instrument 43-101-compliant mineral resource estimate published in March, 2025.
Additionally, the company holds a 100-per-cent interest in three gold exploration properties in the historical Beardmore-Geraldton gold belt of Ontario.
The scientific and technical information disclosed in this news release has been reviewed and approved by Vishal Gupta, the company's president and chief executive officer. Mr. Gupta is a PGeo registered with the Professional Geoscientists of Ontario (PGO) and is considered a qualified person as defined under NI 43-101.
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