Winshear Receives TSX-V Consent for the Option Agreement on the Portsoy Nickel - Copper - Cobalt Project, Scotland

Executive Summary

• Winshear Gold Corp. received final TSX‑V approval to earn a 100% interest in the 250 km² Portsoy Project (Scotland) under an arms‑length agreement with Peak Nickel Ltd.
• The NI 43‑101 Technical Report confirms historic Ni‑Cu sulphide mineralisation and recent drill results that also contain cobalt; it recommends a minimum 1,000 m diamond drilling program plus EM surveys and metallurgical testwork (budget CAD $560k).
• To earn the interest, Winshear must spend £3 million over five years, complete 1,000 m of drilling, issue 6.5 M common shares to Peak Nickel on anniversary milestones, and will retain a right‑of‑first‑refusal on any royalty assignment.

Key Details

• Agreement Terms
• Earn‑in target: 100% interest in Portsoy Project.
• Spend requirement: £3 million total (minimum £300k per year) within five years of TSX‑V approval.
• Share issuance to Peak Nickel: 1,000,000 shares on each of the first four anniversaries and 2,500,000 shares on the fifth anniversary (total 6,500,000 shares).
• Post‑earn‑in royalty: Peak Nickel retains a 1% NSR royalty capped at £10 million.
• Third‑party acquisition clause: If Portsoy is sold after earn‑in, Peak Nickel receives 10% of cash/share consideration (capped at £10 million).

• Assignment clause: If the agreement is assigned before earn‑in completion, Peak Nickel keeps an uncapped 1% NSR royalty.

• Exploration Work Required

• Complete 1,000 m diamond drilling (minimum) plus downhole electromagnetic surveys.
• Conduct initial metallurgical testwork.

• Estimated budget for recommended work: CAD $560,000.

• Technical Report Highlights

• Historical 1970s exploration identified significant Ni‑Cu sulphide mineralisation; recent Peak Nickel drilling confirmed and added Co presence.

• Recommended drill program to test down‑dip and along‑strike extensions at the North and South Zones of the Rodburn Target (minimum 1,000 m).

• Selected Drill Intercepts (Peak Nickel)

• RBD001: 12.48 m @ 0.63% Ni, 0.54% Cu, 403 ppm Co → NiEq 0.97%
• RBD002: 35.4 m @ 0.71% Ni, 0.31% Cu, 473 ppm Co → NiEq 0.93% (incl. higher‑grade sub‑intervals)
• RBD004: 12.26 m @ 1.02% Ni, 0.83% Cu, 633 ppm Co → NiEq 1.54% (incl. 5.97 m @ 1.92% Ni, 1.52% Cu, 1198 ppm Co)
• RBD009: 13.79 m @ 1.39% Ni, 0.53% Cu, 785 ppm Co → NiEq 1.76% (incl. 5.39 m @ 2.04% Ni, 0.56% Cu, 1110 ppm Co)

• RBD018: 2 m @ 1.54% Ni, 0.93% Cu, 815 ppm Co → NiEq 2.13%

• Project Geometry

• South Zone: Modeled from 5–10 m to 170–200 m depth; dip 40‑45° NNW; thickness 4‑12 m; strike length ≈400 m; down‑dip extension up to 220‑280 m.

• North Zone: Modeled from ~25 m to 70 m depth; sub‑horizontal, hosted in peridotite; surface footprint ≈170 × 190 m; thickness up to 24 m.

• Payments Made to Peak Nickel (to date)

• £50,000 for a two‑month exclusivity period (pre‑agreement).
• £65,000 upon execution of the August 11 2025 agreement.
• £40,000 while awaiting TSX‑V approval.

• £19,145 for underlying property agreement payments.

• Contractor Arrangement

• Peak Nickel will act as designated contractor for the first two years; Winshear may assume this role by paying £100,000 to Peak Nickel.

Notable Quotes

“We are excited to move on from the approval process and to start the next phases of work at the Rodburn Target within the Portsoy Project. We anticipate commencing the recommended work in Q1 2026. The Portsoy Project represents a tremendous opportunity to develop a new nickel – copper – cobalt project in Scotland.” – Richard Williams, CEO, Winshear Gold Corp.