VANCOUVER, B.C., December 22, 2022: Goldshore Resources Inc. (TSXV: GSHR / OTC Markets: GSHRF / FSE: 8X00) (“Goldshore” or the “Company”) is pleased to announce that it has closed its previously announced public offering (the “Offering”), for aggregate gross proceeds of approximately $5.75 million, including the full exercise of the over-allotment option. The Offering was led by Research Capital Corporation as the lead agent and sole bookrunner, on behalf of a syndicate of agents, including Laurentian Bank Securities, Canaccord Genuity Corp., Gravitas Securities Inc., and Red Cloud Securities Inc. (collectively, the “Agents”). The Company issued the following combination of securities (the “Offered Securities”):
(i) 11,650,280 conventional units of the Company (“Conventional Units”) at a price of $0.25 per Conventional Unit. Each Conventional Unit consists of one common share (each, a “Common Share”) and one-half of one common share purchase warrant (each whole warrant, a “Warrant”); and
(ii) 9,458,100 flow-through units of the Company (the “FT Units”) at a price of $0.30 per FT Unit. Each FT Unit consists 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 will entitle the holder thereof to purchase one Common Share (a “Warrant Share”) at an exercise price of $0.40 per Warrant Share until December 22, 2024.
The net proceeds from the Offering of the Conventional Units will be used for working capital and general corporate purposes. The gross proceeds from the sale of FT Units will be used for exploration expenses on the Company’s Moss Lake property, located in Ontario, as Canadian exploration expenses as defined in paragraph (f) of the definition of “Canadian exploration expense” in subsection 66.1(6) of the Tax Act and “flow through mining expenditures” as defined in subsection 127(9) of the Tax Act that will qualify as “flow-through mining expenditures” (the “Qualifying Expenditures”), which will be incurred on or before December 31, 2023 and renounced with an effective date no later than December 31, 2022 to the initial purchasers of FT Units. For additional details regarding the use of proceeds, please see the prospectus supplement of the Company dated December 16, 2022, which is available under the Company’s profile on SEDAR at www.sedar.com.
In connection with the Offering, the Agents received a cash fee equal to $282,500.
Eventus Capital Corp. has been appointed as a special advisor to the Company.
Certain insiders of the Company participated in the Offering and purchased an aggregate of 40,000 Conventional Units and 118,400 FT Units. The insider participation in the Offering constitutes a related party transaction pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company has relied on exemptions from the formal valuation and minority shareholder approval requirements of MI 61-
101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of related party participation in the Offering as neither the fair market value (as determined under MI 61-101) of the subject matter of, nor the fair market value of the consideration for, the transaction, insofar as it involved related parties, exceeded 25% of the Company’s market capitalization as determined under MI 61-101.
This press release is not an offer to sell or the solicitation of an offer to buy the securities in the United States or in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to qualification or registration under the securities laws of such jurisdiction. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any U.S. state securities laws, and such securities may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from registration requirements of the U.S. Securities Act and applicable U.S. state securities laws.
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 27% equity position in the Company. Well-financed and 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.
For More Information – Please Contact:
Brett A. Richards President, Chief Executive Officer and Director Goldshore Resources Inc.
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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.
Cautionary Note Regarding Forward-Looking Statements
This news release contains “forward-looking information” within the meaning of applicable Canadian securities legislation. “Forward-looking information” includes, but is not limited to, statements with respect to the activities, events or developments that the Company expects or anticipates will or may occur in the future, including final approval from the TSX Venture Exchange. Generally, but not always, forward-looking information and statements can be identified by the use of words such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, or “believes” or the negative connotation thereof or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved” or the negative connation thereof. These forward‐looking statements or information relate to, among other things: the intended use of proceeds from the Offering, and the incurrence of Qualifying Expenditures.
Such forward-looking information and statements are based on numerous assumptions. Although the assumptions made by the Company in providing forward-looking information or making forward-looking statements are considered reasonable by management at the time, there can be no assurance that such assumptions will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements.
Important factors that could cause actual results to differ materially from the Company’s plans or expectations include risks relating to market conditions and timeliness regulatory approvals. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in the forward-looking information or implied by forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking information and statements will prove to be accurate, as actual results and future events could differ materially from those anticipated, estimated or intended. Accordingly, readers should not place undue reliance on forward-looking statements or information.