Winshear Gold Announces $2,500,000 Private Placement

On February 2, 2026, Winshear Gold announced a non-brokered private placement to raise $2,500,000. The financing consists of 25,000,000 units at $0.10 per unit. Each unit includes one common share and one-half of a common share purchase warrant, with the full warrant exercisable at $0.20 for 36 months. The proceeds are specifically earmarked for a diamond drilling program at the Portsoy nickel-copper-cobalt project in Scotland and for general working capital. This follows the December 2025 TSX-V approval of the Portsoy option agreement and a technical report recommending a $560,000 (CAD) initial drill program.

The impact of this news is material and positive for project advancement, though highly dilutive for existing shareholders. - Funding Certainty: As of September 30, 2025, the company had $1.1M in cash with a six-month burn rate of over $1M. Without this financing, the company would have lacked the capital to execute the Portsoy drill program and meet the £300,000 minimum annual spend requirement of the option agreement. - Extreme Dilution: The issuance of 25,000,000 new shares against an existing base of approximately 44.25 million shares represents a roughly 56% increase in shares outstanding. This significantly dilutes existing holders before a single drill bit has touched the ground at Portsoy. - Pricing Strength: The financing at $0.10 is relatively close to the current market price of $0.12, suggesting management was able to attract capital without resorting to the $0.06 levels seen during the mid-2025 restructuring. - Strategic Shift: The capital solidifies the company's pivot from Peru (Gaban/Ica projects relinquished in early 2025) to Tier-1 jurisdictions (Scotland and Ontario).

Winshear Gold Corp. is a junior mineral explorer that underwent a significant strategic shift in 2025. After receiving a large settlement from the Tanzanian government in 2024 and subsequently returning its Peruvian assets to Palamina Corp, the company is now focused on the Portsoy Nickel-Copper-Cobalt project in Scotland. - Flagship Project (Portsoy): Located in Aberdeenshire, Scotland. The project covers 250 sq km of the Dalradian Belt. - Key Target: The Rodburn Target features two zones of mineralization (North and South). Historical drilling by Peak Nickel (2022-2023) showed high-grade intervals including 13.79m of 1.39% Ni and 0.53% Cu. - Secondary Project (Thunder Bay): A 360 sq km gold/critical minerals project in Ontario with identified geochemical anomalies.