NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE U.S.
VANCOUVER, B.C., March 23, 2023: Goldshore Resources Inc. (TSXV: GSHR / OTC Markets: GSHRF / FWB: 8X00) (“Goldshore” or the “Company”), is pleased to announce that it has entered into an engagement letter with 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 to be formed (together with the Lead Agents, the “Agents”), in connection with a brokered private placement of the following securities for aggregate gross proceeds of up to $5,000,000 (the “Offering”):
- conventional common share units of the Company (each, a “Unit”) at a price of $0.17 per Unit, comprised of one of one common share of the Company (each, a “Common Share”) and one-half common share purchase warrant (each whole warrant, a “Warrant”);
- 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 shall entitle the holder thereof to acquire one Common Share at an exercise price of $0.25, for a period of 24 months following the Closing Date (as defined below).
The Company will grant the Agents an option (the “Agents’ Option”), which will allow the Agents to offer up to an additional 15% of the Offering, on the same terms as the Offered Securities. The Agents’ Option may be exercised in whole or in part at any time prior to the Closing Date of the Offering.
The Company has agreed to pay to the Agents a cash commission equal to 6% of the gross proceeds of the Offering. In addition, the Company has agreed to issue to the Agents compensation warrants of the Company exercisable for a period of 24 months, to acquire in aggregate that number of common shares of the Company which is equal to 6% of the number of Offered Securities sold under the Offering at a price of $0.17 and $0.195, respectively.
The Company intends to use the proceeds raised from the Offering 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 Offering is scheduled to close on or about April 12, 2023 (the “Closing Date”) and is subject to the receipt of all necessary regulatory and other approvals, including, but not limited to, the approval of the TSX Venture Exchange. The Offered Securities will be subject to a hold period of four months and one day from the Closing Date in accordance with applicable securities laws.
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 with an approximate 22% equity position in the Company. 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.” 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 expected Closing Date of the Offering; the incurrence 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; and the impact of COVID-19.
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.