Mr. Ken Lapierre reports

ROCKY SHORE GOLD CLOSES FIRST TRANCHE OF NON-BROKERED PRIVATE PLACEMENT

Rocky Shore Gold Ltd. has closed the first tranche of its previously announced non-brokered private placement. Under the first tranche, the company raised aggregate gross proceeds of approximately $4,798,162 and issued an aggregate of 27,418,071 units at a price of 17.5 cents per unit, with each unit comprising one common share of the company and one share purchase warrant. Each warrant entitles the holder thereof to acquire one common share at an exercise price of 30 cents until Feb. 19, 2029.

The proceeds from the units issued under the first tranche will be used for general corporate purposes and advancement of the company's Gold Anchor project located in central Newfoundland.

In connection with the closing of the first tranche, the company paid certain cash finders' fees and issued an aggregate of 1,023,543 finders' warrants to eligible finders in respect of subscriptions for units referred by such finders. Each finder's warrant is exercisable to acquire one additional common share at an exercise price of 17.5 cents per finder warrant share until Aug. 19, 2027.

All securities issued in connection with the first tranche are subject to a statutory hold period under applicable Canadian securities laws, expiring June 20, 2026.

Multilateral Instrument 61-101

Insiders of the company acquired an aggregate of 2,895,000 units in the first tranche (approximately $506,625 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. 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 units acquired by the insiders of the company, nor the consideration for the units paid by such insiders, exceed 25 per cent 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 first tranche, which the company deems reasonable in the circumstances so as to be able to avail itself of available financing opportunities and complete the first tranche in an expeditious manner.

Early warning disclosure

Northfield Capital Corp. participated in the first tranche and acquired an aggregate of 2.62 million units.

Immediately prior to the closing of the first tranche, Northfield, together with its joint actors, Robert Cudney and Cudney Stables Inc., beneficially owned and exercised control and direction over an aggregate of 35,772,987 common shares (with 35,267,688 common shares beneficially owned by Northfield directly, 400,000 common shares beneficially owned by Cudney Stables and 105,299 common shares beneficially owned by Mr. Cudney) and convertible securities entitling Northfield and its joint actors to acquire an additional 3,635,000 common shares (with 2.56 million convertible securities beneficially owned by Northfield directly, nil convertible securities beneficially owned by Cudney Stables and 1,075,000 convertible securities beneficially owned by Mr. Cudney), representing approximately 17.9 per cent of the issued and outstanding common shares immediately prior to the closing of the first tranche (or approximately 19.4 per cent of the said issued and outstanding common shares, calculated on a partially diluted basis, assuming the exercise of the 3,635,000 convertible securities only).

Immediately following the closing of the first tranche, Northfield, together with its joint actors, Mr. Cudney and Cudney Stables, beneficially own and exercise control and direction over an aggregate of 38,392,987 common shares (of which 37,887,688 common shares are beneficially owned by Northfield directly, 400,000 common shares are beneficially owned by Cudney Stables and 105,299 common shares are beneficially owned by Mr. Cudney) and convertible securities entitling Northfield and its joint actors to acquire an additional 6,255,000 common shares (of which 5.18 million convertible securities are beneficially owned by Northfield directly, nil convertible securities are beneficially owned by Cudney Stables and 1,075,000 convertible securities are beneficially owned by Mr. Cudney), representing approximately 16.9 per cent of the issued and outstanding common shares immediately upon closing of the first tranche (or approximately 19.2 per cent of the said issued and outstanding common shares, calculated on a partially diluted basis, assuming the exercise of the 6,255,000 convertible securities only).

The units were acquired by Northfield pursuant to the first tranche and were not acquired through the facilities of any marketplace for the company's securities. Northfield may increase or decrease its investments in the company at any time, or continue to maintain its current investment position, depending on market conditions or any other relevant factor. The units were acquired for aggregate consideration of $458,500.

This portion of this news release is issued pursuant to National Instrument 62-103 -- The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, which also requires an early warning report to be filed on SEDAR+, containing additional information with respect to the foregoing matters. A copy of the related early warning report may be obtained, following its filing, on the company's SEDAR+ profile or by contacting Northfield at 141 Adelaide St. West, suite 301, Toronto, Ont., M5H 3L5, attention: Michael Leskovec, chief financial officer, Northfield Capital, telephone: 416-628-5940.

About Rocky Shore Gold Ltd.

Rocky Shore Gold is a Canadian junior exploration company targeting the expansion of its two porphyry-controlled Mosquito Hill and Reid gold deposits, and the discovery of structurally controlled high-grade gold zones at its 100-per-cent-owned Gold Anchor project. The project is strategically located in central Newfoundland -- hosting one of Canada's most promising and underexplored gold belts. The district-scale project is the second-largest property (greater than 1,200 square kilometres) within an emerging gold district. The Gold Anchor project is on trend to major gold discoveries and recent gold deposits northeast of the Gold Anchor project associated with the highly prospective Appleton and JBP faults.

Rocky Shore 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.

We seek Safe Harbor.