Winshear Gold Closes Private Placement

Executive Summary

• Winshear Gold Corp. closed a non‑brokered private placement of 25 million Units, raising gross proceeds of $2.5 million.
• Each Unit consists of one common share and half of a share purchase warrant; full warrants allow purchase at $0.20 per share for 36 months (until March 2 2029).
• Proceeds will fund exploration at the Portsoy Project in Scotland and provide general working capital.

Key Details

• Offering Size: 25,000,000 Units sold for total gross proceeds of $2,500,000.
• Unit Composition: 1 common share + 0.5 warrant (full warrant = right to buy 1 share at $0.20).
• Warrant Terms: Exercise price $0.20 per share; exercisable for 36 months from closing date, up to and including March 2 2029.
• Finder Fees Paid: $48,375 cash plus 459,000 warrants issued to Haywood Securities Inc., Ventum Financial Corp., Canaccord Genuity Corp., and Research Capital Corporation (warrants have same terms as subscriber warrants but are non‑transferable).
• Hold Period: All securities subject to a hold period expiring on July 3 2026.
• Use of Proceeds: Funding exploration activities at the Portsoy Project (Scotland) and for general working capital.
• Related Party Participation: Directors and officers purchased 2,150,000 Units; transaction qualifies as an exempt related‑party transaction under MI 61‑101.

Notable Quotes

“We are pleased to have successfully closed this financing, which provides the necessary capital to advance our flagship Portsoy Project and support ongoing operations.” – Richard D. Williams, CEO, Winshear Gold Corp.