Star Metro - Rocky Shore Gold Closes Final Tranche of Upsized Non-Brokered Private Placement

The proceeds from the Offering will be used for the exploration and advancement of the Company's projects in central Newfoundland.

In connection with the closing of the Final Tranche, the Company paid certain cash finders fees and issued an aggregate of 682,170 finder's warrants (each, a "Finder's Warrant") to eligible finders in respect of subscriptions for FT Shares referred by such finders. Each Finder's Warrant is exercisable to acquire one additional Common Share (a "Finder's Warrant Share") at an exercise price of $0.15 per Finder's Warrant Share until April 15, 2028.

All securities issued in connection with the Final Tranche are subject to a statutory hold period expiring February 16, 2027.

MI 61-101

Insiders of the Company acquired an aggregate of 270,000 FT Shares in the Final Tranche (approximately $40,500 in subscriptions), which participation constitutes a "related party transaction" within the meaning of Multilateral Instrument - 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). 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 FT Shares acquired by the insiders of the Company, nor the consideration for the FT Shares paid by such insiders, exceed 25% of the Company's market capitalization for the purposes of MI 61-101. The Company expects to file a material change report including details with respect to such related party transaction less than 21 days prior to the closing of the Final Tranche, which the Company deems reasonable in the circumstances so as to be able to avail itself of available financing opportunities and complete the Final Tranche in an expeditious manner.

Qualified Person

Ken Lapierre, P.Geo., President and CEO of the Company and a Qualified Person in accordance with the Canadian regulatory requirements set out in National Instrument 43-101 - Standards of Disclosure for Mineral Projects, has reviewed and approved the scientific and technical information that forms the basis for the disclosure contained in this news release.

About Rocky Shore Gold Ltd.

Rocky Shore Gold is a Canadian junior exploration company focused on its 100%-owned Gold Anchor Project and Rocky Pond VMS Project both located in central Newfoundland. Gold Anchor is strategically located within one of Canada's most promising and underexplored gold belts. The project is the second-largest property (greater than 1,200 square kilometres) in this emerging gold district. The project hosts the orogenic-hosted, near-surface bulk-tonnage Mosquito Hill and Reid Gold Deposits and structurally controlled orogenic gold targets, including the Lucky 13 Gold Zone, along the highly prospective Appleton Fault Corridor, located on trend and southwest of major gold discoveries and deposits. The Rocky Pond VMS Project is located within the Roberts Arm VMS Belt that hosts the former-producing Buchans VMS mine. The project hosts the Handcamp gold-rich VMS Zone and multiple additional VMS showings within a 40-kilometre trend of the prolific VMS belt.

Please visit our website at www.rockyshoregold.com.

Rocky Shore Gold would like to acknowledge the $150,000 in financial support received for 2025, and the approval of the 2026 Junior Exploration Assistance (JEA) administered by the Mineral Incentive Program from the Mineral Development Division, Department of Energy and Mines, Government of Newfoundland and Labrador.

For more information, please contact:

Ken Lapierre, President & CEO
Rocky Shore Gold Ltd.
T: +1 (647) 678-3879
E: [email protected]

Cathy Hume, CEO
CHF Capital Markets
T: +1 (416) 868-1079 x 251
E: [email protected]

X (formerly Twitter): @RockyShoreGold
LinkedIn: @RockyShoreGold

Forward-Looking Information

This news release contains "forward-looking information" and "forward-looking statements" (collectively, "forward-looking information") within the meaning of applicable Canadian and United States securities laws. Generally, forward-looking information can be identified by the use of forward-looking terminology such as "plans", "expects", or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", or "does not anticipate", or "believes" or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might", or "will be taken", "occur", or "be achieved". Certain information set forth in this news release may contain forward-looking information that involves substantial known and unknown risks and uncertainties, including, but not limited to the Offering (including the use of proceeds therefrom) and the advancement of the Company's mineral properties (including with respect to proposed exploration and advancement of the Company's projects in central Newfoundland). The forward-looking information is based on reasonable assumptions and estimates of the management of the Company at the time such statements were made and is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking information, including risks associated with the exploration; future commodity prices; changes in regulations; political or economic developments; environmental risks; permitting timelines; capital expenditures; technical difficulties in connection with exploration activities; employee relations; the speculative nature of mineral resource exploration including the risks of diminishing quantities of grades of mineral resources, contests over title to properties, the Company's limited operating history, future capital needs and uncertainty of additional financing, and the competitive nature of the mining industry; the need for the Company to manage its future strategic plans; global economic and financial market conditions; uninsurable risks; and changes in project parameters as plans continue to be evaluated. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in the forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. Although the forward-looking information contained in this news release are based upon what management of the Company believes, or believed at the time, to be reasonable assumptions, the Company cannot assure shareholders that actual results will be consistent with such forward-looking information, as there may be other factors that cause results not to be as anticipated, estimated or intended. Accordingly, readers should not place undue reliance on forward-looking information. There can be no assurance that forward-looking information, or the material factors or assumptions used to develop such forward-looking information, will prove to be accurate. The Company does not undertake any obligations to release publicly any revisions for updating any voluntary forward-looking information, except as required by applicable securities law.

Neither the Canadian Securities Exchange nor its Market Regulator (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release.

This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

SOURCE: Rocky Shore Gold Ltd.

View the original press release on ACCESS Newswire

Ch.Levesque--SMC