Goldshore Announces Closing of Private Placement Offering Raising $13.9 Million
NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED ST ATES
GOLDSHORE ANNOUNCES CLOSING OF PRIVATE PLACEMENT
OFFERING RAISING $13.9 MILLION
Vancouver, British Columbia, October 29, 2024 – 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 brokered private placement offering , (the “Brokered Offering”) for aggregate gross
proceeds of $13.9 million, which includes the partial exercise of the over-allotment option granted to the
agents. The Brokered Offering was led by Eight Capital, as co -lead agent and sole bookrunner, together
with Clarus Securities Inc. , as co-lead agent, and Paradigm Capital Inc. (collectively, the “Agents”).
In connection with the Brokered Offering , the Company issued: (i) 15,848,159 flow-through common
shares of the Company (the “FT Shares”) at a price of $0.475 per FT Share; and (ii) 12,159,400 charity flow-
through common shares of the Company (the “Charity FT Shares”) at a price of $0.53 per Charity FT Share.
The issuance of FT Shares and the Charity FT Share will entitle the holder s thereof to receive the tax
benefits applicable to flow -through shares, in accordance with provisions of the Income Tax Act
(Canada). The Charity FT Shares will be purchased by the initial purchasers, who intend to sell the Charity
FT Shares to end purchasers.
Gross proceeds from the Brokered Offering will be used to incur eligible Canadian exploration expenses
and flow -through mining expenditures, as defined in the Income Tax Act (Canada), and eligible Ontario
exploration expenditures, as defined in the Taxation Act, 2007 (Ontario). Eventus Capital Corp. has been
appointed as an advisor to the Company.
In connection with the Brokered Offering , the Agents received a cash commission of $813,220.20, and the
Company granted the Agen ts 1,627,565 non-transferable compensation warrants (the “ Compensation
Warrants”). Each Compensation Warrant will entitle the holder thereof to purchase one common share
at an exercise price of $ 0.475 per common share for a period of 24 months following the closing of the
Brokered Offering .
DuMoulin Black LLP acted as counsel for the Company and Wildeboer Dellelce LLP acted as counsel for
the Agents.
The Brokered Offering remains subject to the final approval of the TSX Venture Exchange.
The securities issued under the Brokered Offering will have a hold period of four months and one day
from the date of closing. The securities described herein 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 accordingly may not be offered or sold within the United States except in compliance with the
registration requirements of the U.S. Securities Act and applicable state securities requireme nts or
pursuant to exemptions therefrom. This press release does not constitute an offer to sell or a solicitation
to buy any securities in any jurisdiction.
Digital marketing services
Machai Capital Inc. (“Machai”) has been engaged to provide branding and content and data optimizatio n
to assist the Company in creating in -depth marketing campaigns. Machai will also offer search engine
optimization, search engine marketing, lead generation, digital marketing , social media marketing, email
marketing, and brand marketing services to the Company.
Machai has been engaged by the Company for a 3 -month period. In consideration for the services
provided, the Company will pay Machai a total of $125,000 in cash based on the completion of service
milestones.
Machai has a business address at 101 – 17565 58 Avenue, Surrey, BC V3S 4E3. The services to be provided
by Machai will be overseen by Suneal Sandhu, President. The Company and Machai act at arm’s length,
and neither Machai nor Suneal Sandhu has a present interest, directly or indirectly, in the Company or its
securities, or any right or present intent to acquire such an interest.
Machai has agreed to comply with all applicable securities laws and the policies of the TSX Venture
Exchange in providing the services to the Company.
About Goldshore
Goldshore is a growth -oriented gold company focused on delivering long -term shareholder and
stakeholder value through the acquisition and advancement of primary gold assets in tier -one
jurisdictions. It is led by the ex-global head of structural geology for the world’s largest gold company and
backed by one of Canada’s pre -eminent private equity firms. The Company’s current focus is the
advanced stage 100% owned Moss Gold Project which is positioned in Ontario, Canada, with direct
access from the Trans-Canada Highway, hydroelectric power near site, supportive local communities and
skilled workforce. The Company has invested over $60 million of new capital and completed
approximately 80,000 meters of drilling on the Moss Gold Project, which, in aggregate, has had over
235,000 meters of drilling. The 2024 updated NI 43- 101 mineral resource estimate (“MRE”) dated March
20, 2024 and prepared by Apex Geoscience Ltd., has expanded to 1.54 million ounces of Indicated gold
resources at 1.23 g/t Au and 5.20 million ounces of Inferred gold resources at 1.11 g/t Au. The MRE only
encompasses 3.6 kilometers of the 35+ kilometer mineralized trend, remains open at depth and along
strike and is one of the few remaining major Canadian gold deposits positioned for fast track through this
development cycle.
For more information, please visit the Company’s SEDAR+ profile at ( www.sedarplus.ca) and the
Company’s website (www.goldshoreresources.com).
FOR MORE INFORMATION – PLEASE CON TA C T:
Michael Henrichsen
President, Chief Executive Officer and Director Goldshore
Resources Inc.
W: www.goldshoreresources.com
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 includes certain statements and information that may constitute forward- looking information
within the meaning of applicable Canadian securities laws. Forward- looking statements relate to future events or
future performance and reflect the expectations or beliefs of management of the Company regarding future events.
Generally, forward-looking statements and information can be identified by the use of forward-looking terminology
such as “intends” or “anticipates” , or variations of such words and phrases or statements that certain actions, events
or results “may” , “could” , “should” , “would” or “occur” . This information and these statements, referred to herein as
"forward-looking statements", are not historical facts, are made as of the date of this news release and include
without limitation, statements regarding discussions of future plans, estimates and forecasts and statements as to
management's expectations and intentions with respect to, among other things, the intended use of proceeds from
the Brokered Offering, the expectation that the Company will receive the TSX Venture Exchange’s final approval for
the Brokered Offering , the services to be provided by Machai and the fees expected to be paid in consideration
therefor.
These forward-looking statements involve numerous risks and uncertainties, and actual results might differ materially
from results suggested in any forward-looking statements. These risks and uncertainties include, among other things,
that the Company does not spend the proceeds of the Brokered Offering as currently contemplated, t h at t h e F T S h ares
and Charity FT Shares fail to qualify as “flow-through shares” under the Income Tax Act (Canada), that the Compan y
fails to complete the necessary expenditures within the required timeframe to allow the subscribers of the FT shares
and Charity FT Shares to receive the anticipated tax benefits, that the Company may not receive the TSX Venture
Exchange’s final approval for the Brokered Offering, and that engagement of Machai may be terminated earlier .
In making the forward -looking statements in this news release, the Company has applied several material
assumptions, including without limitation, that the Company will use the proceeds of the Brokered Offering as
anticipated by management , that the Company’s business plans will remain the same, that the Company will
complete the necessary expenditures within the required timeframe to allow the subscribers of the FT shares and
Charity FT Shares to receive the anticipated tax benefits, that the FT Shares and Charity FT Shares will qualify as “flow-
through shares” under the Income Tax Act (Canada), that the Company will the TSX Venture Exchange’s final approval
for the Brokered Offering and that the engagement of Machai will proceed as anticipated.
Although management of the Company has attempted to identify important factors that could cause actual results
to differ materially from those contained in forward-looking statements or 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
such statements will prove to be accurate, as actual results and future events could differ materially from those
anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements
and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate
for other purposes. The Company does not undertake to update any forward- looking statement, forward-looking
information or financial out -look that are incorporated by reference herein, except in accordance with applicable
securities laws. We seek safe harbor.