Rocky Shore closes $4.79M first tranche of placement

Executive Summary

• Rocky Shore Gold Ltd. has closed the first tranche of its previously announced non-brokered private placement, raising approximately $4.8 million in gross proceeds.
• The company issued 27,418,071 units at a price of 17.5 cents per unit, with proceeds designated for general corporate purposes and the advancement of the Gold Anchor project in central Newfoundland.
• Significant insider participation occurred, with insiders acquiring nearly 2.9 million units, and Northfield Capital Corp. acquiring 2.62 million units, triggering early warning disclosure requirements.

Key Details

• Transaction Structure: Non-brokered private placement, first tranche closed.
• Gross Proceeds: Approximately $4,798,162.
• Units Issued: 27,418,071 units.
• Price Per Unit: 17.5 cents.
• Warrant Terms (Investors): Each unit includes one share purchase warrant. Each warrant entitles the holder to acquire one common share at an exercise price of 30 cents. Warrants expire on February 19, 2029.
• Use of Proceeds: General corporate purposes and advancement of the Gold Anchor project (central Newfoundland).
• Finder’s Fees: Cash finders' fees paid and 1,023,543 finders' warrants issued.
• Finder’s Warrant Terms: Exercisable to acquire one common share at 17.5 cents per share until August 19, 2027.
• Statutory Hold Period: Securities are subject to a hold period expiring June 20, 2026.
• Insider Participation: Insiders acquired 2,895,000 units (approx. $506,625). This constitutes a related party transaction under Multilateral Instrument 61-101 but is exempt from formal valuation and minority shareholder approval requirements as the value does not exceed 25% of market capitalization.
• Northfield Capital Corp. Participation:
  • Acquired 2,620,000 units for aggregate consideration of $458,500.
  • Pre-Closing Ownership: Beneficially owned 35,772,987 common shares and convertible securities for 3,635,000 shares (approx. 17.9% of issued shares, or 19.4% on a diluted basis).
  • Post-Closing Ownership: Beneficially owns 38,392,987 common shares and convertible securities for 6,255,000 shares (approx. 16.9% of issued shares, or 19.2% on a diluted basis).
  • Acquisition was not through marketplace facilities.

Notable Quotes

• None provided in the text.