Smooth ROCK Announces Closing of Debt Settlement Transactions
1130 West Pender St.-Suite 820
Vancouver, B.C. V6E 4A4
Tel : 888 909-5548
Fax : 888 909-1033
Trading Symbols: TSXV: SMRV US-OTC: SMRVF
NEWS RELEASE
SMOOTH ROCK ANNOUNCES CLOSING OF DEBT SETTLEMENT
TRANSACTIONS
Vancouver, B.C. February 2 7, 202 6 - Smooth Rock Ventures Corp . (“ Smooth Rock ” or the
“Company”) (TSXV: S MRV; US-OTC: SMRVF) announces that, further to its news release dated
January 15, 2026, it has closed its previously announced debt settlement transactions, in settlement of an
aggregate debt of $907,040 owed to certain creditors (the “ Creditors”) relating to management fees ,
contractor fees, and certain other obligations (the “Debt Settlement Transactions”).
The Debt Settlement Transaction s include the settlement of $400,000 in debt through the issuance of
3,809,520 common shares of Smooth Rock (the " Common Shares") at a deemed price of $0.105 per
Common Share (the "Shares for Debt Transactions") and the cancellation of $507,040 of remaining debt
owed to the Creditors.
The Common Shares issued pursuant to the Shares for Debt Transaction s are subject to a hold period of
four months following the date of issuance, in accordance with applicable securities laws and TSXV
policies.
MI 61-101 Disclosure
The issuance of the Common Shares to certain insiders pursuant to the Debt Settlement Transactions is
considered to be a "related party transaction" as defined under Multilateral Instrument 61-101 – Protection
of Minority Security Holders in Special Transactions ("MI 61-101"). The issuance of the Common Shares
to these insiders is exempt from the formal valuation requirement in Section 5.4 of MI 61 -101 in reliance
on Section 5.5(b) of MI 61-101 as Smooth Rock is not listed on a specified market within the m eaning of
MI 61-101. Additionally, the Shares for Debt Transaction is exempt from the minority approval requirement
in Section 5.6 of MI 61-101 in reliance on Section 5.7(1)(a) of MI 61-101 insofar as neither the fair market
value of the subject matter of, nor the fair market value of the consideration for, the Shares for Debt
Transaction insofar as it involves (or is expected to involve) "interested parties", exceeds 25% of Smooth
Rock's market capitalization.
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 Pal metto 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: [email protected]
Website: www.smoothrockventures.com