Mr. Chris Hobbs reports

SMOOTH ROCK CLOSES NON-BROKERED PRIVATE PLACEMENT

Smooth Rock Ventures Corp. has closed a non-brokered private placement offering with the issuance of a total of 3,462,142 units of the company at a price of 10.5 cents per unit for proceeds of $363,524.92.

Each unit consists of one common share in the capital of the company and one share purchase warrant, whereby each warrant shall be exercisable by the warrantholder to acquire one additional share at a price of 15 cents for a period of 36 months from the closing of the private placement.

Multilateral Instrument 61-101 disclosure

An insider of the company subscribed for 200,000 units in the private placement. The participation of insiders in the financing constitutes a related party transaction, within the meaning of TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The company has relied on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61 101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61 101, in respect of the related party participation in the financing as neither the fair market value (as determined under MI 61-101) of the subject matter of nor the fair market value of the consideration for the transaction, insofar as it involved the interested party, exceeded 25 per cent of the company's market capitalization (as determined under MI 61 101).

All securities issued in connection with the private placement are subject to a statutory four-month hold period, expiring June 24, 2026, in accordance with applicable securities legislation. Completion of the private placement is subject to receipt of applicable regulatory approvals, including final acceptance by the TSX Venture Exchange.

The proceeds of the private placement will be used primarily to finance work on the company's mineral properties and for general working capital purposes.

About Smooth Rock Ventures Corp.

Smooth Rock Ventures is a U.S.-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-per-cent undivided interest in the Palmetto gold project, which consists of 116 unpatented mining claims totalling 2,217 acres located in Esmeralda county, Nevada. The project hosts a National Instrument 43-101-compliant mineral resource estimation (WSP Canada Inc., McCracken, Oct. 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 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 to 2002.

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