Rocky Shore Gold plans $5M flow-through share private placement

Rocky Shore Gold Ltd. (CSE: RSG)(OTCQB: RSGLF) announced a non-brokered private placement to raise up to $5,000,000 through the sale of flow-through shares priced at C$0.15 per share.

The proceeds will be directed toward exploration and advancement of the company's projects in central Newfoundland. The flow-through shares will be subject to a hold period of four months and one day from the date of issuance, in accordance with Canadian securities laws.

Company insiders may participate in the offering, which would constitute a related party transaction under applicable Canadian securities laws. The company said it anticipates relying on exemptions from formal valuation and minority shareholder approval requirements, as the fair market value of insider participation is not expected to exceed 25% of the company's market capitalization.

Rocky Shore Gold may also pay finder's fees on a portion of the offering to eligible finders, subject to compliance with Canadian Securities Exchange policies and applicable securities legislation.

The securities are not registered under the U.S. Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption.

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