NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE U.S.
VANCOUVER, B.C., April 13, 2023: Goldshore Resources Inc. (TSXV: GSHR / OTC Markets: GSHRF / FWB: 8X00) (“Goldshore” or the “Company”), is pleased to announce that it has closed its previously announced brokered private placement offering (the “Offering”) of securities of the Company (the “Offered Securities”) for aggregate gross proceeds of approximately $6,900,000, including the full exercise of the over-allotment option. The Offering was led by Research Capital Corporation and Eventus Capital Corp., as co-lead agents and joint bookrunners (the “Lead Agents”), on their own behalf and on behalf of a syndicate of agents, including Laurentian Bank Securities Inc., Canaccord Genuity Corp., and Haywood Securities Inc. (together with the Lead Agents, the “Agents”).
In connection with the Offering, the Company issued the following Offered Securities:
- 16,419,220 units of the Company (each, a “Unit”) at a price of $0.17 per Unit, comprised of one common share of the Company (each, a “Common Share”) and one-half common share purchase warrant (each whole warrant, a “Warrant”); and
- 21,070,423 flow-through units of the Company (each, a “FT Unit”) at a price of $0.195 per FT Unit, comprised of one Common Share that will qualify as “flow-through shares” within the meaning of subsection 66(15) of the Income Tax Act (Canada) (the “Tax Act”) and one-half of one Warrant.
Each Warrant entitles the holder thereof to acquire one Common Share at an exercise price of $0.25, for a period of 24 months following the closing of the Offering.
The Company intends to use the net proceeds raised from the sale of Units for working capital and future exploration work on its Moss Lake gold deposit in Northwest Ontario, Canada. The gross proceeds from the issuance of the FT Units will be used for “Canadian Exploration Expenses” within the meaning of the Tax Act (the “Qualifying Expenditures”), which will be renounced with an effective date no later than December 31, 2023 to the purchasers of the FT Units in an aggregate amount not less than the gross proceeds raised from the issue of FT Units. If the Qualifying Expenditures are reduced by the Canada Revenue Agency, the Company will indemnify each subscriber of FT Units for any additional taxes payable by such subscriber as a result of the Company’s failure to renounce the Qualifying Expenditures.
The securities issued pursuant to the Offering will be subject to a four-month and one day hold period under applicable securities laws in Canada.
Closing of the Offering is subject to final approval by the TSX Venture Exchange (the “TSX-V”).
In connection with the Offering, the Company paid to the Agents a cash commission of $373,552 and issued to the Agents 2,011,912 compensation warrants of the Company (the “Compensation Warrants”). Each Compensation Warrant will entitle the holder thereof to purchase one Common Share at an exercise price of $0.17 per Common Share for a period of 24 months following the closing of the Offering. The Agents also received an aggregate advisory fee comprising $11,000 and 64,705 advisory warrants on the same terms as the Compensation Warrants.
Certain directors and officers of the Company have participated in the Offering: Brett A. Richards, a director and officer of the Company, subscribed for 882,400 Units; Marlis Yassin, an officer of the Company, subscribed for 58,830 Units; Shawn Khunkhun, a director of the Company, subscribed for 103,623 FT Units; and Peter Flindell, an officer of the Company, subscribed for 150,000 Units. Participation of insiders of the Company in the Offering constitutes a related-party transaction as defined under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The issuance of securities is exempt from the formal valuation requirements of Section 5.4 of MI 61-101 pursuant to Subsection 5.5(b) of MI 61-101 as the common shares of Goldshore are listed on the TSX-V. Goldshore has not obtained a formal valuation in the past. The issuance of securities is also exempt from the minority approval requirements of Section 5.6 of MI 61-101 pursuant to Subsection 5.7(1)(b) of MI 61-101 as the fair market value was less than $2,500,000. The board of directors of Goldshore approved the Offering, with those directors who participated in the Offering abstaining from voting on such approval.
This news release does not constitute an offer to sell or a solicitation of an offer to buy 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.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
Goldshore is an emerging junior gold development company, and owns the Moss Lake Gold Project located in Ontario. Wesdome Gold Mines Ltd. is currently a large shareholder of Goldshore. Supported by an industry-leading management group, board of directors and advisory board, Goldshore is positioned to advance the Moss Lake Gold Project through the next stages of exploration and development.
Cautionary Note Regarding Forward-Looking Statements
This news release contains statements that constitute “forward-looking statements” within the meaning of applicable securities legislation. Such forward looking statements involve known and unknown risks, uncertainties and other factors that may cause the Company’s actual results, performance or achievements, or developments to differ materially from the anticipated results, performance or achievements expressed or implied by such forward-looking statements. Forward looking statements are statements that are not historical facts and are generally, but not always, identified by the words “expects,” “plans,” “anticipates,” “believes,” “intends,” “estimates,” “projects,” “potential” and similar expressions, or that events or conditions “will,” “would,” “may,” “could” or “should” occur. These forward‐looking statements or information relate to, among other things: receipt of all approvals related to the Offering; the intended use of proceeds from the Offering; the incurrence and renunciation of Qualifying Expenditures; and exploration and development activities at the Company’s properties.
Forward-looking statements in this news release include, among others, statements relating to expectations regarding the expected closing date of the Offering, and other statements that are not historical facts. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors and risks include, among others: the Company may require additional financing from time to time in order to continue its operations which may not be available when needed or on acceptable terms and conditions acceptable; compliance with extensive government regulation; domestic and foreign laws and regulations could adversely affect the Company’s business and results of operations; the stock markets have experienced volatility that often has been unrelated to the performance of companies and these fluctuations may adversely affect the price of the Company’s securities, regardless of its operating performance.
The forward-looking information contained in this news release represents the expectations of the Company as of the date of this news release and, accordingly, is subject to change after such date. Readers should not place undue importance on forward-looking information and should not rely upon this information as of any other date. The Company undertakes no obligation to update these forward-looking statements in the event that management’s beliefs, estimates or opinions, or other factors, should change.