Smooth ROCK Announces 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 DEBT SETTLEMENT TRANSACTIONS
Vancouver, B.C. January 15, 202 6 - Smooth Rock Ventures Corp . (“ Smooth Rock ” or the
“Company”) (TSXV: S MRV; US-OTC: SMRVF) announces that it has entered into debt settlement
agreements with certain creditors (the “Creditors”) to settle an aggregate of $907,040 in outstanding debt
relating to management fees , contractor fees, and certain other outstanding obligations (the “ Debt
Settlement Transactions”). The Debt Settlement Transaction includes the settlement of $400,000 in debt
through the issuance of 3,809,524 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 Board of Directors of Smooth Rock has determined the Shares
for Debt Transactions is in the best interests of Smooth Rock.
Closing of the Shares for Debt Transaction s is subject to customary closing conditions, including the
approval of the TSX Venture Exchange ("TSXV"). The Common Shares to be issued pursuant to the Shares
for Debt Transaction s will be 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 participation of certain insiders, being "related parties" of Smooth Rock means that the Shares for Debt
Transaction is considered to be a "related party transaction" of Smooth Rock for purposes of Multilateral
Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101").
Smooth Rock may, however, complete the Shares for Debt Transaction in reliance on exemptions available
under MI 61-101 from the formal valuation and minority approval requirements of MI 61-101. Specifically,
the Shares for Debt Transaction 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 meaning of MI 61 -101. Additionally, the Shares for Debt Transaction is exempt from the mino rity
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