North Shore Closes $1.4 Million Non-Brokered Private Placement & Enters into RIO Puerco Option Agreement
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES
AUGUST 28, 2025 TSX-V: NSU
NORTH SHORE CLOSES $1.4 MILLION
NON-BROKERED PRIVATE PLACEMENT &
ENTERS INTO RIO PUERCO OPTION AGREEMENT
North Shore Uranium Ltd. (TSX-V: NSU) (“North Shore” or the “Company”) is pleased to
announce that it has closed the non-brokered private placement as previously announced on August
7, 2025 (the “Offering”), through the issuance of 24,055,000 non-flow-through units (the “ NFT
Units”) at a purchase price of $0.05 per NFT Unit and 3,034,922 flow-through units (the “ FT
Units”) at a purchase price of $0.065 per FT Unit for total aggregate gross proceeds of $1,400,020.
The Company also announces it has entered into a definitive option agreement (the “Option
Agreement”) with Resurrection Mining LLC (“Resurrection”), an arm’s length party, to acquire
up to 87.5% of the Rio Puerco uranium project (“ Rio Puerco ” or the “ Project”) located in
northwestern New Mexico (the “Transaction”). The signing of a binding term sheet (the “Term
Sheet”) was announced on June 24, 2025.
Brooke Clements, President and CEO of North Shore stated: “This is a very exciting milestone for
North Shore. The private placement was significantly oversubscribed and we would like to thank our
existing shareholders and new shareholders for their support. The Rio Puerco project in New Mexico hosts
a significant historical uranium resource and offers us exposure to a uranium project in the USA with
excellent upside, at a time when t he US government is increasing its support for the nuclear power and
uranium mining sectors. The Company plans to work towards confirming and expanding upon previous
work at Rio Puerco while further assessing the potential for in -situ uranium recovery. North Shore now
has uranium exposure in two North American jurisdictions that have seen signficant uranium production,
the Grants Uranium District in New Mexico and the Athabasca Basin in Saskatchewan, at a time when the
world is moving to increase its reliance on nuclear power.”
$1.4 Million Private Placement
Each NFT Unit consists of one non -flow-through common share and one -half of one share
purchase warrant (each whole share purchase warrant, a “Warrant ”). Each FT Unit consists of
one flow-through common share and one-half of one Warrant. Each Warrant entitles the holder to
purchase one non-flow through common share (each a “Warrant Share”) at a price of $0.10 per
Warrant Share for a period of two years from the date of closing the Offering.
The net proceeds of the Offering will be used to complete the Transaction, exploration of the
Project, continued exploration of the Company’s Saskatchewan uranium properties, the costs of
the Offering and for general working capital.
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In connection with the Offering, the Company paid cash finder’s fees of $ 13,500 and issued
228,462 non-transferable finder’s warrants to certain arm’s length finder s. The non-transferable
finder’s warrant is exercisable to acquire one common share of the Company at a price of $0.10
per share for a period of two years from the date of closing the Offering.
All securities issued in connection with the Offering are subject to a four-month and one-day hold
period from the date of closing the Offering. The Offering is subject to the final approval of the
TSX Venture Exchange (the “Exchange”).
The completion of the Offering satisfied a closing requirement of the Transaction which required
the Company to complete a financing raising a minimum of $750,000.
Insider Participation
Brooke Clements, Director, President and CEO of the Company, James Arthur, a Director of the
Company, and Doris Meyer, a Director of the Company, participated in the Offering . These
purchases constitute as related party transactions pursuant to Multilateral Instrument 61 -101 –
Protection of Minority Security Holders in Special Transactions (“ MI 61-101”). There has not
been a material change in the percentage of the outstanding securities of the Company that are
individually or beneficially owned by Messrs. Clements or Arthur, or Ms. Meyer as a result of
their participation in the Offering. The Company is exempt from the requirements to obtain a
formal valuation and minority shareholder approval in connection with the participation of the
insiders in the Offering in reliance of the exemptions contained in sections 5.5(a) and 5.7(1)(a) of
MI 61-101, respectively, as the fair market value of the insider participation does not exceed 25%
of the Company’s market capitalization as determined in accordance with MI 61-101.
The Company obtained approval by the board of directors of the Company of the Offering, with
Messrs. Clements and Arthur, and Ms. Meyer declaring and abstaining from voting on the
resolutions approving the Offering with respect to their participation in the Offering. No materially
contrary view or abstention was expressed or made by any director of the Company in relation
thereto.
Rio Puerco Option Agreement
Upon closing of the Offering, and thereby satisfying the financing requirement of the Transaction,
the Company entered into the Option Agreement with Resurrection to acquire up to 87.5% of the
Project. The terms of the Option Agreement are substantively the same as the terms of the Term
Sheet which was announced on June 24, 2025.
Pursuant to the Option Agreement, the Company paid Resurrection a cash payment of $125,000
and issued Resurrection 7,483,000 common shares in the capital of the Company (the “Common
Shares”) at a deemed issue price of $0.05, so that Resurrection holds 9.99% of the Common Shares
post-Offering, satisfying the Company’s Milestone 1 obligations. The 7,483,000 Common Shares
issued will bear a legend restricting trading for a period of two years from the date of issuance.
The remaining milestones and key terms of the Option Agreement are as follows:
• Milestone 2, to earn a 40% interest in the Project: on or before 18 months after completion of
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the Transaction, a $250,000 payment in cash or Common Shares, at the option of North Shore,
and $750,000 in exploration expenditures.
• Milestone 3, to earn an aggregate 65% interest in the Project: on or before 36 months after
completion of the Transaction, a $375,000 payment in cash or Common Shares , at the option
of North Shore, and $1,000,000 in additional exploration expenditures.
• Milestone 4, to earn an aggregate 87.5% interest in the Project: on or before 60 months after
completion of the Transaction, a $500,000 payment in cash or Common Shares , at the option
of North Shore, and $1,500,000 in additional exploration expenditures.
• North Shore may elect to not continue to sole -fund exploration expenditures at any time after
earning a 40% interest in Rio Puerco at which time North Shore and Resurrection will enter
into a joint venture agreement to govern the funding of Rio Puerco on a proportional basis.
• Carried interest: On completion of Milestone 4, North Shore will provide Resurrection with a
12.5% free -carried interest in the Project through completion of an NI 43- 101-compliant
Preliminary Economic Assessment at which time Resurrection can elect to form a participating
joint venture or convert their interest into a 1.0% net smelter returns royalty. North Shore will
be granted a right of first refusal on Resurrection’s 12.5% interest.
• Bonus payments: For the 78- month period after completion of the Transaction, North Shore
will pay Resurrection $100,000 or issue Common Shares of the same value as a bonus (the
“Bonus Payment”) for each million lbs. of uranium estimated in current resources defined by
the Company above 5 million and up to 20 million lbs. in accordance with NI 43-101 standards,
if and when such resources are defined.
• Other terms: Resurrection shall have a participation right to maintain its 9.99% interest in the
Common Shares of North Shore for 5 years from completion of the Transaction and the right,
but not the obligation, to appoint one nominee to the North Shore Board of Directors. All
share issuances will be subject to Canadian and US securities law and will be priced in
accordance with Exchange policies.
The Transaction constituted an “Expedited Acquisition” in accordance with Exchange policies.
All Common Shares issued and issuable under the Option Agreement will be issued with a
restrictive period of four months and one day. The minimum deemed share price of any Common
Share issuance is $0.05 and will be priced in accordance with the Exchange policies. There were
no finder’s fees payable in connection with the Option Agreement.
Technical disclosure on the Property can be found in the Company’s news release dated June 24,
2025.
Caution to US Investors
The securities referred to in this news release 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, or for the account or benefit of,
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U.S. persons absent registration under the U.S. Securities Act and applicable state securities laws,
unless an exemption from such registration is available. This news release does not constitute an
offer for sale of securities for sale, nor a solicitation for offers to buy any securities. Any public
offering of securities in the United States must be made by means of a prospectus containing
detailed information about the company and management, as well as financial statements. “United
States” and “U.S. per son” have the respective meanings assigned in Regulation S under the U.S
Securities Act.
ABOUT NORTH SHORE
The nuclear power industry is in growth mode as more nuclear power will be required to meet the
world’s ambitious CO 2 emission-reduction goals and the needs of new power -intensive
technologies like AI. In this environment, new discoveries of economic uranium deposits will be
very valuable, especially in established uranium-producing jurisdictions like Saskatchewan and
New Mexico. North Shore is well-positioned to become a major force in exploration for economic
uranium deposits. The Company is working to achieve this goal by exploring its Falcon and West
Bear properties at the eastern margin of the Athabasca Basin in Saskatchewan, expanding its
exploration efforts to include the Grants Uranium District in New Mexico and by evaluating other
quality opportunities in the United States and Canada to complement its portfolio of uranium
properties. North Shore summarized its exploration efforts at its Falcon property in the Company’s
May 27, 2025 news release. For more information about the Rio Puerco property, see the
Company’s June 24, 2025 news release.
ON BEHALF OF THE BOARD
Brooke Clements,
President, Chief Executive Officer and Director
For further information:
Please contact: Brooke Clements, President, Chief Executive Officer and Director
Telephone: 604.536.2711
Email: [email protected]
www.northshoreuranium.com
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Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in
the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of
this release.
Forward-Looking Statements
This news release contains forward-looking statements that are based on the Company’s current
expectations and estimates. Forward -looking statements are frequently characterized by words
such as “plan”, “project”, “appear”, “interpret”, “coincident”, “potential”, “confirm”,
“suggest”, “evaluate”, “encourage”, “likely”, “anomaly”, “continuous” and variations of these
words as well as other similar words or statements that certain events or conditions “could”,
“may”, “should”, “would” or “will” occur. Such forward-looking statements involve known and
unknown risks, uncertainties and other factors that could cause actual events or results to differ
materially from estimated or anticipated events or results implied or expressed in such forward -
looking statements. Such factors include, among others: the highly speculative nature of the
Property given the early -stage nature of Rio Puerco ; the ability of the Company to meet the
Milestones; the ability of the Company to acquire up to 87.5% of the Project; the creation of a joint
venture between the Company and Resurrection; the Bonus Payment to Resurrection; the actual
results of current and planned exploration activities including the potential for the definition of a
mineral deposit of potential economic value at the Company’s Falcon property in Saskatchewan
and Rio Puerco in New Mexico; that drilling results, geophysical survey results and /or
interpretations thereof defin e potentially mineralized corridors; results from future exploration
programs including drilling; interpretation and meaning of completed and future geophysical
surveys; conclusions of future economic evaluations; changes in project parameters as plans to
continue to be refined; possible variations in grades of mineralization and/or future actual recovery
rates; accidents, labour disputes and other risks of the mining industry; the availability of sufficient
funding on terms acceptable to the C ompany to complete the planned work programs; delays in
obtaining governmental approvals or financing; and fluctuations in metal prices. There may be
other factors that cause actions, events or results not to be as anticipated, estimated, or intended.
Any forward-looking statement speaks only as of the date on which it is made and, except as may
be required by applicable securities laws, the Company disclaims any intent or obligation to update
any forward-looking statement, whether as a result of new information, future events, or results or
otherwise. Forward-looking statements are not guarantees of future performance and accordingly
undue reliance should not be put on such statements due to the inherent uncertainty therein. Any
forward-looking statements contained in this news release are expressly qualified in their entirety
by this cautionary statement.