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Smooth Rock Ventures Corp (3)
Symbol SMRV
Shares Issued 19,609,087
Close 2026-09-02 C$ 0.17
Market Cap C$ 3,333,545
Recent Sedar+ Documents

Smooth Rock closes $115,000 final tranche of placement

2026-09-08 17:29 ET - News Release

Subject: News Release - Smooth Rock Ventures Corp (SMRV:TSXV) PDF Document

File: Attachment 20260908_SMRV_NR_Closes Final Tranche of Private Placement_FINAL.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 SECOND AND FINAL TRANCHE OF NON-BROKERED PRIVATE PLACEMENT

// NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES //

Vancouver, B.C. September 8, 2026 - Smooth Rock Ventures Corp. ("Smooth Rock" or the "Company") (TSXV: SMRV; US-OTC: SMRVF) announces that, further to its news releases of June 10, and July 24, 2026, the Company has now closed the second and final tranche ("Final Tranche") of its non- brokered private placement offering (the "Private Placement") of units (the "Units") of the Company and received final acceptance of the TSX Venture Exchange ("TSXV").

In the Final Tranche, the Company issued a total of 460,000 Units at a price of $0.25 per Unit for gross proceeds of $115,000. 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 Final 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. No finder's fees were payable in the Final Tranche.

Insiders of the Company participated in the Final Tranche acquiring an aggregate of 260,000 Units for proceeds to the Company of $65,000. Christos Doulis, a director of the Company, purchased 60,000 Units for $15,000; and Mohammad Fazil, a Director of the Company, purchased 200,000 Units for $50,000 through a corporation he controls and directs.

The participation by insiders of the Company in the Final Tranche constitutes a "related party transaction" as defined under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company relied on exemptions from the formal valuation and minority shareholder approval requirements provided under sections 5.5(a) and 5.7(1)(a) of MI 61-101, as neither the fair market value of the Units purchased by the insiders, nor the consideration for the Units paid by such insiders, exceeded 25% of the Company's market capitalization. The Company did not file a material change report in respect of the related party transaction at least 21 days before the closing of the Final Tranche, which the Company deems reasonable in the circumstances in order to complete the Final Tranche in an expeditious manner.

All securities issued in connection with the Final Tranche are subject to a statutory four-month hold period, expiring January 9, 2027, in accordance with applicable securities legislation. 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 use of proceeds of the Private Placement and the Company's business plans and objectives. 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 changes in market conditions; the availability of future financing; general economic, market and business conditions; and other risks and uncertainties disclosed in the Company's public disclosure documents filed on SEDAR+. 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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