Goldshore Announces Closing of $6.9 Million Brokered Private Placement
NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE U.S.
Goldshore Announces Closing of $6.9 Million Brokered Private Placement
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 agent s 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:
(i) 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
(ii) 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 exerc ise 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 subscr iber 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”).
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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 defi ned under M ultilateral 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.
About Goldshore
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.
For More Information – Please Contact:
Brett A. Richards
President, Chief Executive Officer and Director
Goldshore Resources Inc.
P. +1 604 288 4416 M. +1 905 449 1500
W. www.goldshoreresources.com
Facebook: GoldShoreRes | Twitter: GoldShoreRes | LinkedIn: goldshoreres
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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 t o 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 adve rsely 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.