Caprock Announces Private Placement

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Toronto, Ontario--(Newsfile Corp. - August 23, 2024) - Caprock Mining Corp. (CSE: CAPR) ("Caprock" or the "Company") is pleased to announce its intention to complete a non-brokered private placement of units (the "Offering") for gross proceeds of up to $130,750 from the issuance of 8,716,667 units. Each unit is priced at $0.015 and is comprised of one common share and one half of one common share purchase warrant. Each whole warrant (individually a "Warrant", and collectively "Warrants") is exercisable to purchase one common share of the Company for a period of 24 months from the date of issuance at a price of $0.05. The common shares and Warrants will be subject to a four-month hold period.

The Company intends to use the net proceeds of the Offering for working capital and for other general corporate purposes.

Closing of the Offering is conditional upon the approval of, and compliance with the policies of, the Canadian Securities Exchange and general corporate and securities laws applicable to the Offering. The Offering is expected to close on or before August 29, 2025.

It is anticipated that Daniel Cohen, a director of the Company will be purchasing 1.25 million units. As such, the Company will be issuing securities to a purchaser that is considered a "related party" (within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101")), making the applicable Offering a "related party transaction" (within the meaning of MI 61-101) (the "Related Party Subscription"). If such sales are completed the Company will be exempt from obtaining a formal valuation for, and minority approval of, the Related Party Subscription pursuant to Section 5.5(b) and 5.7(1)(a) of MI 61-101, respectively.

The securities to be issued under the Offering have not been, and will not be, registered under the U.S. Securities Act or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws.

About Caprock Mining Corp.

Caprock Mining Corp. is a Canadian mineral exploration company focused on exploring battery metals in Newfoundland and precious metals in Ontario.

The Company has an option to earn a 100% interest in the Ackley Lithium-Tin-Molybdenum-REEs property located in the Fortune Bay area of south-eastern Newfoundland. Additionally, the Company's 100% interest in several gold exploration properties gives it a substantial landholding in the historical Beardmore-Geraldton Gold Belt ("BGB") of Ontario - a belt that has produced over four million ounces of gold historically (Reference: Beardmore-Geraldton Gold Camp - Tashota Resources), and contains the world-class Greenstone gold project (formerly known as the Hardrock gold project) which is being brought to production by a joint venture partnership between Equinox Gold (TSE:EQX) and Orion Mine Finance (Reference: Greenstone Gold Mines - Mining & Processing).