NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE U.S.
Vancouver, British Columbia–(Newsfile Corp. – April 6, 2022) – Goldshore Resources Inc. (TSXV: GSHR) (OTCQB: GSHRF) (FSE: 8X00) (“Goldshore” or the “Company“), is pleased to announce the closing of its private placement for aggregate gross proceeds of $10,000,000. The Offering (as defined below) was led by Eventus Capital Corp. and Gravitas Securities Inc., as co-lead agents and joint bookrunners on behalf of a syndicate (the “Lead Agents“), including Laurentian Bank Securities Inc. (together with the Lead Agents, the “Agents“).
The Offering was comprised of: (i) 6,460,686 common share units (each, a “Unit“) at a price of $0.50 per Unit; (ii) 9,616,095 flow-through units (each, a “FT Unit“) at a price of $0.60 per FT Unit; and (iii) 1,408,451 charity flow-through units (each, a “Charity FT Unit“) at a price of $0.71 per Charity FT Unit, for aggregate gross proceeds of $10,000,000 (the “Offering“).
Brett Richards, President and Chief Executive Officer of the Company commented: “I am very pleased in closing this financing, as we continue to illustrate through our results, the size, scale and potential of the Moss Lake Project. This new capital will advance our understanding of the size of the resource, taking us to resource estimation update and preliminary economic update planned to be completed in Q1 2023. This is truly an exciting project, as the market has now supported us for total capital raisings of almost $50m since the inception of the transaction with Wesdome Gold Mines in January 2021.”
Each Unit, FT Unit and Charity FT Unit issued in connection with the Offering is comprised of one common share of the Company (each, a “Common Share“) and one-half common share purchase warrant (each whole warrant, a “Warrant“). Each Warrant shall entitle the holder thereof to acquire one Common Share at an exercise price of $0.75, for a period of 24 months following the date hereof, subject to acceleration if the Common Shares trade above $1.10 on the TSX Venture Exchange (the “Exchange“) for twenty (20) consecutive days.
In connection with the Offering, the Company paid to the Agents a cash commission of $577,050. In addition, the Company issued to the Agents a total of 1,003,814 compensation warrants of the Company (each, a “Compensation Warrant“), exercisable for a period of 24 months. Of the Compensation Warrants issued: (i) 345,341 have an exercise price of $0.50; (ii) 573,966 have an exercise price of $0.60; and (iii) 84,507 have an exercise price of $0.71.
The Company intends to use the proceeds raised from the Offering for future exploration work on its Moss Lake gold deposit in Northwest Ontario, Canada. The gross proceeds from the issuance of the FT Units and Charity FT Units will be used for “Canadian Exploration Expenses” within the meaning of the Income Tax Act (Canada) (the “Qualifying Expenditures“), which will be renounced with an effective date no later than December 31, 2022 to the purchasers of the FT Units and Charity FT Units in an aggregate amount not less than the gross proceeds raised from the issue of FT Units and Charity FT Units. If the Qualifying Expenditures are reduced by the Canada Revenue Agency, the Company will indemnify each subscriber of FT Units and Charity 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 included participation by directors and officers of the Company in the aggregate amount of 120,000 Units and 50,000 FT Units. Their participation constitutes “related party transactions” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101“). The issuances are exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as they were a distribution of securities for cash and the fair market value of the securities issued to and the aggregate consideration paid by the directors and officers did not exceed 25% of the Company’s market capitalization.
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.
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.
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.
Forward-looking statements in this news release include, among others, statements relating to expectations regarding the use of proceeds of the Offering, final approval from the TSXV, exploration and development plans for the Company’s project, timing of advancements of the Company’s project, 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.