Caprock Announces Proposed Private Placement and Proposed Issuance of First Tranche of Shares Pursuant to Destiny Gold Project Option Agreement

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Summary

The securities issued in connection with the financing will be subject to a four-month hold period expiring on the date that is four months and one day following the issuance of the HD Units and FT Units.The gross proceeds from the sale of FT Units will be used by the Company to incur eligible "Canadian exploration expenses" that qualify as "flow-through mining expenditures" (as both terms are defined in the Income Tax Act (Canada)) (the "Qualifying Expenditures") related to the Destiny gold property (the "Destiny Project") located near Val DOr, Qu\xe9bec on which the Company entered into an option agreement (the "Option Agreement") (see press release dated December 4, 2024). Each finder warrant will entitle the holder to acquire one HD Unit at a price of $0.025 for a period of two years following the closing date.Concurrently with the completion of the financing the Company is also expected to issue the initial tranche of common shares owing to Big Ridge Gold Corp. (the "Optionor") under the Option Agreement. As the Optionor is the holder of approximately 19.3% of the outstanding common shares of the Company the Option Agreement constitutes a related party transaction under applicable securities laws. Important factors that could cause actual results to differ materially from Caprocks expectations include risks associated with the business of Caprock; risks related to reliance on technical information provided by Caprock; risks related to exploration and potential development of the Companys mineral properties; business and economic conditions in the mining industry generally; fluctuations in commodity prices and currency exchange rates; uncertainties relating to interpretation of drill results and the geology, continuity and grade of mineral deposits; the need for cooperation of government agencies and First Nation groups in the exploration and development of properties and the issuance of required permits; the need to obtain additional financing to develop properties and uncertainty as to the availability and terms of future financing; the possibility of delay in exploration or development programs and uncertainty of meeting anticipated program milestones; uncertainty as to timely availability of permits and other governmental approvals; and other risk factors as detailed from time to time and additional risks identified in Caprocks filings with Canadian securities regulators on SEDAR+ in Canada (available at www.sedarplus.ca). Investors should not place undue reliance on forward-looking statements.Neither Canadian Securities Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this Release.To view the source version of this press release, please visit https://www.newsfilecorp.com/release/234644

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