Rocky Shore Gold Announces Non-Brokered Private Placement

TORONTO, Aug. 11, 2025 (GLOBE NEWSWIRE) — Rocky Shore Gold Ltd. (“Rocky Shore” or the “Company”) (CSE: RSG) announces that it is undertaking a non-brokered private placement (the “Offering”) to raise aggregate gross proceeds of up to $1,500,000 through the sale of a combination of units (“Units”) at a price of $0.05 per Unit and common shares of the Company (“Common Shares”) that qualify as “flow-through shares” (as defined in subsection 66(15) of the Income Tax Act (Canada)) (“FT Shares”) at a price of C$0.05 per FT Share.

Each Unit shall be comprised of one Common Share and one-half of one share purchase warrant (each whole warrant, a “Warrant”). Each Warrant shall entitle the holder thereof to acquire one Common Share, to be issued on a non-flow-through basis, at an exercise price of $0.10 until the date that is three years following the closing date of the Offering, but subject to accelerated expiry terms following the four month and a day hold period. If the Common Shares trade at or above $0.20 per share for 20 consecutive days, the Company will have the right to accelerate the exercise period to a period ending at least 30 days from the date that notice of such acceleration is provided to the holders of the Warrants.

The proceeds from the Units issued under the Offering will be used for general corporate purposes. The proceeds from the FT Shares issued under the Offering will be used for the exploration and advancement of the Company’s Gold Anchor Project.

The securities to be issued in connection with the Offering will be subject to a hold period of four months and one day from the date of issuance, in accordance with applicable Canadian securities laws. The Company may pay finder’s fees on a portion of the Offering to eligible finders, subject to compliance with the policies of the Canadian Securities Exchange and applicable securities legislation.

Insiders of the Company may participate in the Offering. Any participation by insiders of the Company in the Offering will constitute a “related party transaction” under applicable Canadian securities laws. However, neither the fair market value of the subject matter, nor the fair market value of the consideration to be paid by insiders of the Company for the transaction, insofar as it involves the related party, is expected to exceed 25% of the Company’s market capitalization, and accordingly, the Company anticipates relying on exemptions from the formal valuation and minority shareholder approval requirements applicable to related party transactions under applicable Canadian securities laws.

Ken Lapierre, President and Chief Executive Officer, commented, “We are excited about our planned inaugural fall drill program at the Lane Pond Gold Target (see Map 1 and 2 below). The gold target trends for over 11 kilometres and is located within our 100%-owned Gold Anchor Project in central Newfoundland. The project has the same prolific Appleton Fault Corridor, geology and similarly sized gold targets on our property that trend toward the recent gold discoveries and resource on the adjoining property. The Lane Pond Gold Target has never been drilled and is strategically located along the Appleton Fault Corridor. Presently, additional sampling and an IP geophysical survey are being completed on the gold target to locate priority areas for diamond drilling. The funds proposed to be raised will advance the Lane Pond Gold Target and include up to 5,000 metres of drilling in 30-50 shallow near-surface holes on several areas.”

Map 1: Lane Pond Gold Target Geology and Gold Values

Map 2: Lane Pond Gold Target VTEM Geophysics and Gold Values

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.

Qualified Person

Ken Lapierre, P.Geo., President and CEO of the Company, is a Qualified Person, in accordance with the Canadian regulatory requirements as 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 dynamic Canadian exploration company targeting major gold discoveries at its 100%-owned Gold Anchor Project, strategically located in central Newfoundland—one of Canada’s most promising and underexplored gold belts. The district-scale grassroots project is the second-largest (greater than 1,200 square kilometres) property within an emerging gold district. It is strategically located on trend to major gold discoveries and recent gold deposits. Numerous gold-bearing faults are within the project limits, including the highly prospective Appleton and JBP Faults. For more information, please visit our website at www.rockyshoregold.com.

Rocky Shore Gold would like to acknowledge the financial support and approval of the 2025 Junior Exploration Assistance Program from the Department of Natural Resources, 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]

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 participation of insiders in the Offering) and the advancement of the Company’s mineral properties. 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 including the risks of diminishing quantities of grades of 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.

Photos accompanying this announcement are available at

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