Rocky Shore Gold Closes First Tranche of Non-Brokered Private Placement

Executive Summary

• Rocky Shore Gold Ltd. closed the first tranche of its non‑brokered private placement, raising approximately C$4.80 million by issuing 27,418,071 units at $0.175 per unit.
• Each unit consists of one common share and one warrant (exercise price $0.30, exercisable until 19 Feb 2029); finder’s warrants were also issued to cover finders’ fees.
• Proceeds will be used for general corporate purposes and to advance the Gold Anchor Project in central Newfoundland; insiders and Northfield Capital participated, with related‑party disclosures filed under MI 61‑101.

Key Details

• Gross proceeds: ~C$4,798,162 from the First Tranche.
• Units issued: 27,418,071 units @ $0.175 per unit.
• Unit composition: 1 common share + 1 share purchase warrant (exercise price $0.30, expires 19 Feb 2029).
• Finder’s warrants: 1,023,543 finder’s warrants issued; each exercisable for one common share at $0.175 until 19 Aug 2027.
• Use of proceeds: General corporate purposes and advancement of the Gold Anchor Project (central Newfoundland).
• Statutory hold period: All securities subject to a hold period expiring 20 Jun 2026 under Canadian securities law.
• Insider participation: Insiders purchased 2,895,000 units (~C$506,625), qualifying as a related‑party transaction exempt from MI 61‑101 valuation/approval thresholds.
• Northfield Capital involvement: Acquired 2,620,000 units for C$458,500; prior to the closing held ~17.9% of outstanding common shares (19.4% on a partially diluted basis) and post‑closing holds ~16.9% (19.2% partially diluted).
• Early warning disclosure: Filed pursuant to NI 62‑103; additional details available on SEDAR+.
• Holdings after closing: Northfield and affiliates beneficially own 38,392,987 common shares and convertible securities for an additional 6,255,000 potential shares.

Notable Quotes

(No direct quotes were included in the release.)