The board of Rockland Resources Ltd. has confirmed the closing of two non-brokered financings announced earlier in April 2026. The financings include a hard dollar unit placement and a flow-through share offering that, combined, provide the company with fresh capital to push exploration activity at its flagship Cole Gold Mines project in the Red Lake district of Ontario. Rockland’s securities trade under CSE: RKL, OTCQB: BERLF and FSE: GB2, and management says net proceeds will be allocated to project advancement and general working capital.
The transactions were reported as closed on April 24, 2026 after the company previously announced upsizing and pricing adjustments on April 21, 2026 and initial offers began April 10 and April 22, 2026. This release outlines the composition of the offerings, the total amounts raised, and the terms governing the newly issued securities along with other material items such as hold periods and finders’ fees.
Table of Contents:
Structure and economics of the unit placement
Rockland issued 8,497,818 Units at a price of $0.22 per Unit for aggregate gross proceeds of $1,869,520. Each Unit consists of one common share and one-half of a transferable Warrant. In practical terms, every two Units provide one whole Warrant, and each whole Warrant entitles the holder to purchase one common share of Rockland at an exercise price of $0.30 per share. The exercise window extends for a 36-month period following the closing date. Management has indicated that the net proceeds from this hard dollar placement will be directed toward advancing the company’s exploration and development work at the Cole Gold Mines and for broader corporate purposes.
Flow-through offering details and tax treatment
In a separate non-brokered private placement, Rockland issued 3,407,502 flow-through shares at $0.255 per FT Share, generating up to $868,913 in gross proceeds. Each flow-through unit included one common share issued on a flow-through basis and one-quarter of a non-flow-through common share purchase warrant; four such fractions convert to one whole warrant. Like the hard dollar warrants, these FT-associated warrants carry an exercise price of $0.30 and a 36-month exercise period post-closing.
The flow-through shares qualify under Canadian tax rules—specifically Subsection 66(15) of the Income Tax Act (Canada) and Section 359.1 of the Taxation Act (Quebec). That status means purchasers of these shares will be entitled to the applicable tax benefits associated with flow-through shares, with the company committing to incur eligible Canadian exploration expenditures on a timeline and in a manner consistent with those statutes. Proceeds from the FT sale will be used specifically to finance exploration at Cole Gold Mines.
Conditions, fees and prior adjustments
All securities issued under these financings are subject to a statutory four-month hold period as mandated by Canadian securities laws. In connection with the closings, Rockland paid finders’ fees totaling $81,309.75 in cash. These terms reflect adjustments noted in the company’s April 21, 2026 announcement, when Rockland disclosed that the hard dollar placement had been upsized from $900,000 to $1,770,000 and the flow-through program increased from $600,000 to $860,000. At that time the FT share price was re-priced from $0.27 to $0.255 and the warrant exercise price was reduced from $0.33 to $0.30.
Use of proceeds and project focus
Rockland emphasizes that its exploration focus remains the historic Cole Gold Mines property in the prolific Red Lake district. The company intends to deploy funds to drilling, target definition, and other field programs designed to test and expand known mineralization. The combined financings provide the operational flexibility to continue systematic work while maintaining general corporate liquidity for permit, geotechnical and planning activities.
Corporate statements, contact and forward-looking notes
On behalf of the board, Michael England, CEO & Director, signed the release and provided a contact email: [email protected]. The company included a standard forward-looking statement caution noting that projections and plans are subject to risks and uncertainties that may cause actual outcomes to differ. Investors are directed to Rockland’s filings available on Sedar for fuller disclosure and qualification of these forward-looking statements. The Canadian Stock Exchange and its Regulation Services Provider are not responsible for the adequacy or accuracy of the announcement.
Legal and investor guidance
Rockland reiterates the customary Safe Harbor language and reminds holders and prospective investors that the terms described are those at closing and that the company does not undertake an obligation to update forward-looking statements except as required by law. For technical questions on the financings or exploration plans, shareholders and analysts should use the contact information provided above.
