Subject: Re: News Release - Walker River Resources Corp.
PDF Document
File: Attachment 20260724_SMRV_NR_Closes First Tranche of Private Placement.pdf
1130 West Pender St.-Suite 555
Vancouver, B.C. V6E 4A4
Tel : 888 909-5548
Fax : 888 909-1033
Trading Symbols: TSXV: SMRV US-OTC: SMRVF
NEWS RELEASE
SMOOTH ROCK CLOSES FIRST TRANCHE OF NON-BROKERED PRIVATE PLACEMENT
// NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES //
Vancouver, B.C. July 24, 2026 - Smooth Rock Ventures Corp. ("Smooth Rock" or the "Company")
(TSXV: SMRV; US-OTC: SMRVF) announces that, further to its news release of June 10, 2026, the
Company has closed the first tranche ("First Tranche") of its non-brokered private placement offering (the
"Private Placement") of up to 3,000,000 units (the "Units") of the Company.
In the First Tranche, the Company issued a total of 1,030,000 Units at a price of $0.25 per Unit for gross
proceeds of $257,000. Each Unit consists of one (1) common share ("Share") in the capital of the Company
and one (1) Share purchase warrant ("Warrant"), whereby each Warrant shall be exercisable into one (1)
additional Share at a price of $0.35 for a period of 36 months from the closing of the First Tranche (the
"Closing Date"), provided that, if the closing price of the Shares of the Company is $1.00 or greater per
Share for five (5) consecutive days at any time after the Closing Date, the Company may accelerate the
Warrant term such that the Warrants shall expire on the date which is 30 days following the date a press
release is issued by the Company announcing the reduced Warrant term.
The proceeds raised from the Private Placement will be used primarily to fund work on the Company's
mineral properties and for general working capital purposes. In connection with the First Tranche, the
Company paid cash finder's fees of $6,400 and issued 25,600 non-transferable finder's warrants, each
exercisable into (1) one Share at a price of $0.35 for 36 months after the Closing Date.
All securities issued in connection with the First Tranche are subject to a statutory four-month hold period,
expiring November 25, 2026, in accordance with applicable securities legislation. The Private Placement
remains subject to final acceptance of the TSX Venture Exchange ("TSXV").
Additionally, the TSXV has granted the Company an extension until August 10, 2026, to conclude the
Private Placement.
The Company anticipates completing the Private Placement through one or more additional tranches and the
Company may pay finder's fees to eligible finders in respect of additional tranches of the Private Placement,
as permitted by the policies of the TSXV.
The securities described herein have not been, and will not be, registered under the United States Securities
Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws, and may not be offered or
sold within the United States except in compliance with the registration requirements of the U.S. Securities
Act and applicable state securities laws or pursuant to available exemptions therefrom. This news release
does not constitute an offer to sell or a solicitation of an offer to buy any securities in the United States.
About Smooth Rock Ventures Corp.
Smooth Rock Ventures Corp. is a US-based exploration-stage company engaged in the acquisition and
exploration of mineral properties, primarily in the prolific Walker Lane mineral belt located in Nevada. The
Company owns a 100% undivided interest in the Palmetto Gold Project, that consists of 116 unpatented
mining claims totalling 2217 acres located in Esmeralda County, Nevada. The Project hosts a NI 43-101
compliant mineral resource estimation (WSP Canda Inc. McCraken 10-15-2020). Palmetto has seen
significant exploration work completed to date by numerous companies including, Newmont Gold, Phelps
Dodge Corp, Romarco Minerals, and most recently by ML Gold Corp. The initial "Discovery Hole" in 1988,
was drilled by Phelps Dodge and bonanza gold-silver veins were subsequently drilled by Romarco Minerals
in 1997-2002. For more information, visit www.smoothrockventures.com.
FOR MORE INFORMATION PLEASE CONTACT:
Chris Hobbs, CFO & Director Tel: 416.276.6689
Email: info@smoothrockventures.com
Website: www.smoothrockventures.com
Neither the TSX Venture Exchange nor its Regulation Service Provider (as that term is defined in the policies of the
TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Cautionary Statements Regarding Forward Looking Information
This news release contains certain "forward-looking information" and "forward-looking statements" (collectively
"forward-looking statements") within the meaning of applicable securities legislation. All statements, other than
statements of historical fact, included herein, are forward-looking statements. Forward-looking statements are
frequently, but not always, identified by words such as "expects", "anticipates", "believes", "intends", "estimates",
"potential", "possible", and similar expressions, or statements that events, conditions, or results "will", "may", "could",
or "should" occur or be achieved. Forward-looking statements in this news release relate to, among other things,
statements with respect to the completion of one or more additional tranches of the Private Placement, the terms of the
Private Placement, the use of proceeds of the Private Placement, the payment of finder's fees in respect of additional
tranches, the receipt of final acceptance of the TSXV, and the Company's ability to complete the Private Placement
within the timeline granted by the TSXV. There can be no assurance that such statements will prove to be accurate and
actual results and future events could differ materially from those anticipated in such statements. Forward-looking
statements reflect the beliefs, opinions and projections on the date the statements are made and are based upon a number
of assumptions and estimates that, while considered reasonable by the Company, are inherently subject to significant
business, economic, competitive, political, social and regulatory uncertainties and contingencies. Many factors, both
known and unknown, could cause actual results, performance or achievements to be materially different from the
results, performance or achievements that are or may be expressed or implied by such forward-looking statements and
the parties have made assumptions and estimates based on or related to many of these factors. Such factors include,
without limitation, an inability on the part of the Company to obtain TSX Venture Exchange acceptance of the First
Tranche and any additional tranches of the Private Placement, an inability to complete the Private Placement within
the extended timeline granted by the TSXV, an inability to attract sufficient investor interest to complete subsequent
tranches, and management's discretion to reallocate the use of proceeds. Readers should not place undue reliance on
the forward-looking statements and information contained in this news release concerning these items. The Company
does not assume any obligation to update the forward-looking statements of beliefs, opinions, projections, or other
factors, should they change, except as required by applicable securities laws.
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