Goldshore Resources Announces Closing of $10 Million Private Placement Offering
NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE
U.S.
Goldshore Resources Announces Closing of $10 Million Private Placement Offering
VANCOUVER, B.C., April 6, 2022: Goldshore Resources Inc. (TSXV: GSHR / OTCQB: GSHRF
/ FWB: 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 $0.7 1 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
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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 applic able securities laws in Canada. Closing of the Offer ing 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.
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
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,”
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“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 t his 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.