Goldshore Resources Announces Brokered Private Placement of up to $7 Million Flow-Through Shares and Premium Flow-Through Shares
NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE
U.S.
Goldshore Resources Announces Brokered Private Placement of up to $7 Million
Flow-Through Shares and Premium Flow-Through Shares
VANCOUVER, B.C., November 1, 2021: 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 Eventus Capital Corp., as lead agent and sole
bookrunner (the “Lead Agent”), on its own behalf and on behalf of a syndicate of agents to be
formed (together with the Lead Agent, the “Agents”), in connection wit h a brokered private
placement of flow-through shares (each, a “FT Share”) at a price of $0.65 per FT Share, and
premium flow-through shares (each, a “Premium FT Share” and, collectively with the FT Shares,
the “Offered Shares”) at a price of $0.76 per Premium FT Share, for aggregate gross proceeds
of up to $7,000,000 (the “Offering”). Up to 12,384,615 Offered Shares will be issued pursuant to
the Offering assuming exercise of the Agent’s Option (as defined below).
The Company has granted to the Agents an option (the “Agent’s Option”), exercisable up to 48
hours prior to the closing date of the Offering, to sell up to an additional 15% of the Offered Shares
at a price of $0.65 per FT Share and $0.76 per Premium FT Share. The Company has agreed to
pay to the Agents a cash commission equal to 6% of the gross proceeds of the Offering, of which
3% will be payable in cash and 3% will be payable through the issuance of common shares of the
Company at a price of $0.65. In addition, the Company has agreed to issue to the Agents
compensation warrants of the Com pany 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 Shares sold under the Offering at an exercise price of $0.65.
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 Offered Shares 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, 2021
to the purchasers of the Offered Shares in an aggregate amount not less than the gross proceeds
raised from the issue of Offered Shares. If the Qualifying Expenditures are reduced by the Canada
Revenue Agency, the Company will indemnify each subscriber of Offered Shares for any
additional taxes payable by such subscriber as a result of the Company’s failure to renounce the
Qualifying Expenditures.
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The Offering is scheduled to close on or about November 23, 2021 and is subject to the receipt
of all necessary regulatory and other approvals, including, but not limited to, the listing of the
Offered Shares on the TSX Venture Exchange. Closing of the Offering is subject to approval of
the TSX Venture Exchange. The Offered Shares will be subject to a hold period of four months
and one day from the closing date in accordance with applicable securities laws.
Brett Richards, President and Chief Executive Officer of the Company commented: “This key
financing de-risks the Company well through its 100,000m drill program and near to its
completion.”
The Company is also pleased to announce the appointment of Marlis Yassin, CPA, CA, as Chief
Financial Officer effective November 1, 2021. Gavin Cooper has served as Chief Financial Officer
(“CFO”) since 2017, and he will continue to be available to work with the Company as a consultant.
Brett Richards commented further: “ We are excited to have Marlis join as CFO, as we have
expanded and grown our team quickly from our June 2021 listing, and now well positioned to
complete the next development phase at the Moss Lake Project. I would like to thank Gavin for
his time and commitment to getting Goldshore started, and look forward to Marlis joining now as
we grow the busine ss.” Ms. Yassin has over 15 years’ experience working with companies in
various sectors, including mining, technology, and industrial products. She has held finance
management positions at various public companies, including a large industrial products company
and mid-tier mining companies. Ms. Yassin gained extensive experience at Deloitte providing
reporting, advisory and assurance services to publicly traded companies, primarily in natural
resources. Ms. Yassin is a CPA, CA and holds a Bachelor of Comme rce degree from the
University of British Columbia.
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.
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
Cautionary Note Regarding Forward-Looking Statements
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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, o r 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 alway s, 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 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.