Toronto, Ontario--(Newsfile Corp. - June 12, 2026) - Caprock Mining Corp. (CSE: CAPR) ("Caprock" or the "Company") is pleased to announce a proposed non-brokered private placement offering of up to 6,000,000 flow-through shares (the "FT Shares") at a price of $0.10 per FT Share for aggregate gross proceeds of up to $600,000 (the "Offering"). The Company may, in its discretion and subject to the approval of the Canadian Securities Exchange (the "CSE"), increase the size of the Offering. The Offering is not subject to any minimum aggregate offering. Each FT Share will qualify as a "flow-through share" within the meaning of subsection 66(15) of the Income Tax Act (Canada). The securities issued in connection with the Offering 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 FT Shares.

The gross proceeds from the sale of FT Shares 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 d'Or, Québec, on which the Company entered into an option agreement (see press release dated December 4, 2024). The Company will incur Qualifying Expenditures in an amount equal to the gross proceeds raised from the sale of FT Shares during the period from and after the closing date of the Offering to and including December 31, 2027, and will renounce Qualifying Expenditures to the subscribers with an effective date no later than December 31, 2026.

The closing of the Offering and each subscription is subject to the acceptance of the CSE.

Certain finders are entitled to receive finder's fees of up to 8% of the proceeds from investors purchasing FT Shares introduced by the finder, together with finder warrants entitling the finder to acquire a number of common shares equal to 8% of the number of FT Shares purchased by investors introduced to the Company by the finder. Each finder warrant will entitle the holder to acquire one common share in the capital of the Company at a price of $0.10 for a period of eighteen (18) months following the closing date.

Certain insiders may purchase FT Shares under the Offering. As such, the Company may issue securities to one or more purchasers that will be 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 subscription a "related party transaction" within the meaning of MI 61-101 (the "Related Party Subscriptions"). If such sales are completed, the Company will be exempt from obtaining a formal valuation for, and minority approval of, the Related Party Subscriptions pursuant to Sections 5.5(b) and 5.7(1)(a) of MI 61-101, respectively.

The FT Shares 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 an 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 precious metals in Quebec and Ontario.

The Company has an option to earn a 100% interest in the Destiny gold property that comprises 127 mineral claims and encompasses an area of 5,013 hectares located less than two hours' drive from Val d'Or, Quebec. Destiny lies along a major deformation corridor in the Abitibi greenstone belt that includes the prolific Cadillac-Larder Lake, Destor-Porcupine and Casa Berardi fault zones which host numerous producing and development-stage gold deposits. The Project overlies a 6.0 km long segment of the poorly explored Despinassy shear zone which is a splay off the regional Chicobi Fault. Destiny hosts a significant, open pit-constrained, NI 43-101 compliant mineral resource estimate published in March 2025.

Additionally, the Company holds a 100% interest in three gold exploration properties in the historical Beardmore-Geraldton Gold Belt of Ontario.

The scientific and technical information disclosed in this release has been reviewed and approved by Mr. Vishal Gupta, the Company's President & CEO. Mr. Gupta is a P.Geo. registered with the Professional Geoscientists of Ontario (PGO) and considered a "Qualified Person" as defined under NI 43-101.

Forward-Looking Statements

All statements in this press release about anticipated future events or results constitute forward-looking statements including, but not limited to, statements with respect to: the closing of the Offering described herein, including the amount to be raised, any increase in the size of the Offering, the timing of closing, CSE acceptance, the use of proceeds, the incurrence and renunciation of Qualifying Expenditures and the Company's exploration plans. Forward-looking statements are often, but not always, identified by the use of words such as "seek", "anticipate", "believe", "plan", "estimate", "expect" and "intend" and statements that an event or result "may", "will", "should", "could" or "might" occur or be achieved and other similar expressions. All statements, other than statements of historical fact, included herein are forward-looking statements. Although Caprock believes that the expectations reflected in such forward-looking statements and/or information are reasonable, undue reliance should not be placed on forward-looking statements since Caprock can give no assurance that such expectations will prove to be correct. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements, including the risks, uncertainties and other factors identified in Caprock's periodic filings with Canadian securities regulators. Forward-looking statements are subject to business and economic risks and uncertainties and other factors that could cause actual results of operations to differ materially from those contained in the forward-looking statements. Important factors that could cause actual results to differ materially from Caprock's expectations include the ability to complete the Offering on the terms described, the ability to obtain CSE acceptance, the ability to use the proceeds in the manner indicated, the ability to incur and renounce Qualifying Expenditures as anticipated, 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 Company's 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 Caprock's filings with Canadian securities regulators on SEDAR+ in Canada. Forward-looking statements are based on estimates and opinions of management at the date the statements are made. Caprock does not undertake any obligation to update forward-looking statements except as required by applicable securities laws. 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/301397

Source: Caprock Mining Corp.