Gold Springs Resource Announces Closing of CAD$2,000,000 Non-Brokered Private Placement
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NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES
Gold Springs Resource
Announces Closing of CAD$2,000,000 Non-Brokered Private Placement
September 18, 2023, Vancouver BC — Gold Springs Resource Corp . (TSX: GRC)(OTCQB: GRCAF)
(the “Company”) is pleased to announce the closing of a CAD$2,000,000 non-brokered private
placement of 20,000,000 common shares of the Company (the “Shares”) at a price of CAD$0.10
per Share with no commissions paid or warrants issued.
The private placement will be used for working capital, in cluding to repay working capital
advances of one million Canadian dollars already received by the Company.The Shares issued
will be subject to a four-month hold period from the closing date. The Shares offered have not
been, and will not be, registered under the U.S. Securities Act or any U.S. state securities laws,
and may not be offered or sold in the United States or to, or for the account or benefit of,
United States persons absent registration or any applicable exemption from the registration
requirements of the U.S. Securities Act and applicable U.S. state securities la ws. This press
release does not constitute an offer to sell or the solicitation of an offer to buy securities in
the United States, nor in any other jurisdiction.
The president, CEO and director of the Company has provided working capital advances
through one of his compan ies and participate d in the private placement for CAD$ 453,840.
Therefore, he is a “related party” of the Company as defined by Multilateral Instrument 61 -
101– Protection of Minority Securityholders in Special Transactions (“MI 61-101”). The Company
is relying on the exemptions provided by MI 61 -101, both from the formal valuation
requirement and the minority shareholder approval requirement under sections 5.5(a) and
5.7(1)(a), respectively, on the basis that neither the fair mar ket value of the subject matter of,
nor the fair market value of the consideration for, the transaction, insofar as it involves the
investing director, exceeds 25 per cent of the Company’s market capitalization calculated in
accordance with MI 61 -101. The Company did not file a material change report more than 21
days before the expected closing date of the private placement as the Company closed on an
expedited basis to provide additional required funding for its ongoing working capital
requirements.
About Gold Springs Resource Corp.
Gold Springs Resource Corp. (TSX: GRC and OTCQB: GRCAF) is focused on the exploration
and expansion of the gold and silver resources of its large Gold Springs Project located on the
border of Nevada and Utah, USA. The Gold Springs Project is situated in the prolific Great Basin
of Western USA, one of the best mining jurisdictions in the world.
Gold Springs Resource Corp. Contact:
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Killian Ruby, Chief Financial Officer
Forward Looking Statements
Certain statements contained herein constitute “forward -looking information” under applicable Canadian
securities laws (“forward -looking statements”). Forward -looking statements look into the future and
provide an opinion as to the effect of certain events and trends on the business. Forward -looking
statements may include words such as “ believe”, “will” and similar expressions. These forward-looking
statements are based on current expectations and entail various risks and uncertainties. Actual results
may materially differ from expectations if known and unknown risks or uncertainties affect our business or
if our estimates or assumptions prove inaccurate. Factors that could cause results or events to differ
materially from current expectations expressed or implied by the forward -looking statements, include, but
are not limited to, risks of the mineral exploration industry which may affect the advancement of the Gold
Springs project, including possible variations in mineral resources, grade, recovery rates, metal prices,
capital and operating costs, and the application of taxes; availability of sufficient financing to fund planned
or further required work in a timely manner and on acceptable terms; availability of equipment and qualified
personnel, failure of equipment or processes to operate as anticipated, changes in project parameters,
including water requirements for operations, as plans continue to be refined; regulatory, environmental and
other risks of the mining industry more fully described in the Company’s Annual Information Form and
continuous disclosure documents, which are avai lable on SEDAR+ at www.sedarplus.ca. The
assumptions made in developing the forward-looking statements include: the accuracy of current resource
estimates and the interpretation of drill, metallurgical testing and other exploration results; the continuin g
support for mining by local governments in Nevada and Utah; the availability of equipment and qualified
personnel to advance the Gold Springs project; execution of the Company’s existing plans and further
exploration and development programs for Gold Springs, which may change due to changes in the views of
the Company or if new information arises which makes it prudent to change such plans or programs.
Readers are cautioned not to place undue reliance on the forward -looking statements contained in this
press release. Except as required by law, the Company assumes no obligation to update or revise any
forward-looking statement, whether as a result of new information, future events or any other reason.
Unless otherwise indicated, forward -looking statements i n this press release describe the Company’s
expectations as of the date hereof.