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CATX.V ·

Smooth ROCK to Close Private Placement

Financings

1130 West Pender St.-Suite 820

Vancouver, B.C. V6E 4A4

Tel : 888 909-5548

Fax : 888 909-1033

Trading Symbol: SOCK

SMOOTH ROCK TO CLOSE PRIVATE PLACEMENT

July 16, 2020 - Smooth Rock Ventures Corp. (“Smooth Rock” or the “Company”) (TSX.V:SOCK) is

pleased to announce it will be closing a non-brokered private placement for aggregate gross proceeds of

$366,857.96 (the "Private Placement") through the issuance of 5,240,828 units at a price of $0.07 per

unit.

Each unit will consist of one common share and one warrant. Each warrant entitles the holder to acquire

one common share of the Company at a price of $0.11 per common share for a per iod of 24 months

following the date of issuance.

The Private Placement has been arranged in response to further investor interest arising from the

Company’s recently completed oversubscribed non-brokered private placement, previously announced on

July 14, 2020.

The Company will pay applicable finder’s fees on the Private Placement of $11,200.00 in cash and 160,000

non-transferable finder’s warrants, each entitling its holder to acquire one common share at $0.11 for a two

(2) year period after closing of the Private Placement.

An insider of the Company, Alan Day, is acquiring 386,942 Units indirectly through his company, MSM

Resource, LLC. The participation by an insider in the Private Placement is considered to be a “related party

transaction” as defined under Multilateral Instrument 61 -101 (“MI 61-101”). The transaction is exempt

from the formal valuation and minority shareholder approval requirements of MI 61-101, as neither the fair

market value of the securities being issued, nor the consideration being paid exceeds 25% of Smooth

Rock’s market capitalization. The material change report in connection with the Private Placement was not

filed 21 days in advance of the closing of the first tranche of the Private Placement for the purposes of

Section 5.2(2) of MI 61-101 on the basis that the Subscription Agreement under the Private Placement was

not available to the Company until shortly before closing.

All securities to be issued above will be subject to a hold period expiring four months and one day from

the closing date of the Private Placement, in accordance with applicable securities laws. The net proceeds

of the Private Placement will be used for work on the Company’s mineral properties and general working

capital. The closing of the Private Placement is subject to final acceptance by the TSX Venture Exchange.

ON BEHALF OF THE BOARD

“Alan Day”

Alan Day

President & CEO

FOR FURTHER INFORMATION PLEASE CONTACT: Smooth Rock Ventures Corp.

(TEL)- (888) 909-5548, (FAX)-(888) 909-1033

Email: [email protected]: www.smoothrockventures.com

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the

TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.