Rocky Shore closes second tranche of financing

Mr. Ken Lapierre reports ROCKY SHORE GOLD CLOSES SECOND TRANCHE OF NON-BROKERED PRIVATE PLACEMENT Rocky Shore Gold Ltd. has closed the second tranche of the non-brokered private placement, previously announced on Aug. 11, 2025. Under the second tranche, the company raised aggregate gross proceeds of $1,299,000 and issued: (i) 17.98 million units, at an issue price of five cents per unit, with each unit comprising one common share of the company and one-half of one common share purchase warrant; and (ii) eight million common shares that qualify as flow-through (FT) shares (as defined in Subsection 66(15) of the Income Tax Act (Canada)), at an issue price of five cents per FT share. Each warrant entitles the holder thereof to acquire one additional common share, to be issued on a non-flow-through basis, at an exercise price of 10 cents until Sept. 25, 2028, but subject to accelerated expiry terms following the expiry of the four-month-and-one-day hold period. If the common shares trade at or above 20 cents per share for 20 consecutive days, the company will have the right to accelerate the exercise period to a period ending at least 30 days from the date that notice of such acceleration is provided to the holders of the warrants. The proceeds from the units issued under the second tranche will be used for general corporate purposes. The proceeds from the FT shares issued under the second tranche will be used for the exploration and advancement of the company's Gold Anchor project. In connection with the closing of the second tranche, the company paid certain cash finders' fees and issued an aggregate of 1,192,800 finders' warrants to eligible finders in respect of subscriptions for units and FT units referred by such finders. Each finder's warrant is exercisable to acquire one additional common share at an exercise price of five cents per finder's warrant share until March 25, 2027. All securities issued in connection with the second tranche are subject to a statutory hold period expiring Jan. 26, 2026. Multilateral Instrument 61-101 Insiders of the company acquired an aggregate of 500,000 units and 200,000 FT shares in the second tranche (approximately $35,000 in subscriptions), which participation constitutes a related party transaction within the meaning of MI 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 units acquired by the insiders of the company, nor the consideration for the units paid by such insiders, exceeds 25 per cent of the company's market capitalization for the purposes of MI 61-101. About Rocky Shore Gold Ltd. Rocky Shore Gold is a dynamic Canadian exploration company targeting major gold discoveries at its 100-per-cent-owned Gold Anchor project, strategically located in central Newfoundland, one of Canada's most promising and underexplored gold belts. The district-scale grassroots project is the second-largest (greater than 1,200 square kilometres) property within an emerging gold district. It is strategically located on trend to major gold discoveries and recent gold deposits. Numerous gold-bearing faults are within the project limits, including the highly prospective Appleton and JBP faults. Rocky Shore would like to acknowledge the financial support and approval of the 2025 junior exploration assistance program from the Department of Natural Resources, government of Newfoundland and Labrador. We seek Safe Harbor.