Mr. Ken Lapierre reports
ROCKY SHORE GOLD CLOSES FINAL TRANCHE OF UPSIZED NON-BROKERED PRIVATE PLACEMENT
Rocky Shore Gold Ltd. has closed the second and final tranche of its non-brokered private placement previously announced on Sept. 17, 2026. Under the final tranche, the company raised gross proceeds of $1,977,925.50 and issued 13,186,170 common shares of the company that qualify as flow-through shares (as defined in Subsection 66(15) of the Income Tax Act (Canada)), at an issue price of 15 cents per FT share. In total, the company has issued and sold an aggregate of 34,702,504 FT shares for aggregate gross proceeds of $5,205,375.60 pursuant to the offering. Due to additional investor interest, the company increased the size of the offering to accommodate additional subscriptions with the requisite consent of the Canadian Securities Exchange.
The proceeds from the offering will be used for the exploration and advancement of the company's projects in central Newfoundland.
In connection with the closing of the final tranche, the company paid certain cash finders' fees and issued an aggregate of 682,170 finders' warrants to eligible finders in respect of subscriptions for FT shares referred by such finders. Each finder's warrant is exercisable to acquire one additional common share at an exercise price of 15 cents per finder's warrant share until April 15, 2028.
All securities issued in connection with the final tranche are subject to a statutory hold period expiring Feb. 16, 2027.
Multilateral Instrument 61-101
Insiders of the company acquired an aggregate of 270,000 FT shares in the final tranche (approximately $40,500 in subscriptions), which participation constitutes a related-party transaction within the meaning of Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). However, such participation is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 pursuant to sections 5.5(a) and 5.7(1)(a) of MI 61-101, respectively, as neither the fair market value of the FT shares acquired by the insiders of the company, nor the consideration for the FT shares paid by such insiders exceeds 25 per cent of the company's market capitalization for the purposes of MI 61-101. The company expects to file a material change report including details with respect to such related-party transaction fewer than 21 days prior to the closing of the final tranche, which the company deems reasonable in the circumstances so as to be able to avail itself of available financing opportunities and complete the final tranche in an expeditious manner.
Qualified person
Ken Lapierre, PGeo, president and chief executive officer of the company, a qualified person in accordance with the Canadian regulatory requirements set out in National Instrument 43-101 (Standards of Disclosure for Mineral Projects), has reviewed and approved the scientific and technical information that forms the basis for the disclosure contained in this news release.
About Rocky Shore Gold Ltd.
Rocky Shore Gold is a Canadian junior exploration company focused on its 100-per-cent-owned Gold Anchor project and Rocky Pond volcanogenic massive sulphide project, both located in central Newfoundland. Gold Anchor is strategically located within one of Canada's most promising and underexplored gold belts. The project is the second-largest property (greater than 1,200 square kilometres) in this emerging gold district. The project hosts the orogenic-hosted, near-surface bulk-tonnage Mosquito Hill and Reid gold deposits and structurally controlled orogenic gold targets, including the Lucky 13 gold zone, along the highly prospective Appleton fault corridor, located on trend and southwest of major gold discoveries and deposits. The Rocky Pond VMS project is located within the Roberts Arm VMS belt that hosts the former-producing Buchans VMS mine. The project hosts the Handcamp gold-rich VMS zone and multiple additional VMS showings within a 40-kilometre trend of the prolific VMS belt.
Rocky Shore Gold would like to acknowledge the $150,000 in financial support received for 2025, and the approval of the 2026 junior exploration assistance administered by the mineral incentive program from the Mineral Development Division, Department of Energy and Mines, government of Newfoundland and Labrador.
We seek Safe Harbor.
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