Winshear Gold closes $2.5-million private placement

Executive Summary

• Winshear Gold Corp. has closed a non-brokered private placement of 25 million units, raising gross proceeds of $2.5 million.
• The proceeds are designated for the exploration of the Portsoy project in Scotland and for general working capital.
• The transaction includes significant insider participation, with directors and officers purchasing 2.15 million units, and involves finder fees paid to four financial institutions.

Key Details

• Transaction Structure: Non-brokered private placement of 25 million units.
• Gross Proceeds: $2.5 million.
• Unit Composition: Each unit consists of one common share and one-half of one share purchase warrant.
• Warrant Terms: Each full warrant allows the purchase of one share at an exercise price of $0.20 CAD.
• Warrant Expiry: The warrants are exercisable for a period of 36 months from the closing date, expiring on or before March 2, 2029.
• Hold Period: All securities issued are subject to a hold period expiring on July 3, 2026.
• Finder Fees: Aggregate fees of $48,375 in cash and 459,000 warrants were paid to Haywood Securities Inc., Ventum Financial Corp., Canaccord Genuity Corp., and Research Capital Corp.
• Finder Warrant Terms: The compensation warrants have the same terms as subscriber warrants but are non-transferable.
• Insider Participation: Directors and officers purchased a total of 2.15 million units.
• Regulatory Status: The transaction is exempt from valuation and shareholder approval requirements under Multilateral Instrument 61-101 (sections 5.5(a) and 5.7(1)(a)).
• Use of Proceeds: Financing exploration of the Portsoy project (Scotland) and general working capital.