Goldstorm Metals Announces Closing of $7,000,000 LIFE Offering
Goldstorm Metals Announces Closing of
$7,000,000 LIFE Offering
Vancouver, British Columbia--(Newsfile Corp. - April 30, 2026) -
Goldstorm Metals Corp. (TSXV:
GSTM) (FSE:
B2U) ("Goldstorm" or the "Company")
is pleased to announce that it has closed its
previously announced upsized non-brokered private placement (the "
Offering
") for aggregate gross
proceeds of $7,000,000. In connection with the Offering, the Company issued (i) 5,991,600 units (the
"
HD
Units
") at a price of $0.20 per HD Unit; (ii) 11,673,666 flow through units (the "
FT Units
") at a price
of $0.24 per FT Unit; and (iii) 9,677,420 charity flow through units (the "
Charity FT Units
") at a price of
$0.31 per Charity FT Unit.
Each HD Unit is comprised of one common share of the Company (a "
Common Share
") and one-half
of one Common Share purchase warrant (each whole warrant, a "
Warrant
"). Each Warrant entitles the
holder thereof to purchase one Common Share at an exercise price of $0.30 per Common Share for a
period of 36 months following the closing of the Offering.
Each FT Unit and Charity FT Unit is comprised of one Common Share and one-half of one Warrant both
to be issued as a "flow-through share" within the meaning of subsection 66(15) of the
Income Tax Act
(Canada) (the "
Tax Act
").
The gross proceeds from the issue and sale of the FT Units and Charity FT Units will be used for
Canadian exploration expenses as defined in paragraph (f) of the definition of "Canadian exploration
expense" in subsection 66.1(6) of the Tax Act and "flow through mining expenditures" as defined in
subsection 127(9) of the Tax Act that will qualify as "flow-through critical mineral mining expenditures"
and "BC flow-through mining expenditures" as defined in subsection 4.721(1) of the
Income Tax Act
(British Columbia), which will be incurred on or before December 31, 2027 and renounced with an
effective date no later than December 31, 2026 to the initial purchasers of FT Units and Charity FT Units.
The net proceeds of the sale of HD Units are anticipated to be used for general and administrative
working capital and other corporate purposes.
Subject to compliance with applicable regulatory requirements and in accordance with National
Instrument 45-106
Prospectus Exemptions
("
NI 45-106
"), the Offering was made to purchasers resident
in all provinces of Canada, except Quebec, and in certain foreign jurisdictions, pursuant to the listed
issuer financing exemption under Part 5A of NI 45-106 (the "
Listed Issuer Financing Exemption
").
The HD Units, FT Units and Charity FT Units offered under the Listed Issuer Financing Exemption are
not subject to a hold period pursuant to applicable Canadian securities laws.
In connection with the Offering, the Company paid to certain finders a cash commission of $285,355 and
issued 1,305,520 non-transferable finder warrants (the "
Finder Warrants
"). Each Finder Warrant
entitles the holder to acquire one HD Unit at a price of $0.20 per HD Unit for a period of 36 months
following the date of issuance. The Finder Warrants and HD Units issuable upon exercise of the Finder
Warrants are subject to a statutory four-month hold period, pursuant to applicable Canadian securities
laws.
A related party of the Company purchased an aggregate of 100,020 HD Units in the Offering. The
issuance of such securities to this related party is considered to be a related party transaction within the
meaning of TSX Venture Exchange ("
TSXV
") Policy 5.9 -
Protection of Minority Security Holders in
Special Transactions
("
Policy 5.9
") and Multilateral Instrument 61-101 -
Protection of Minority Security
Holders in Special Transactions
("
MI 61-101
"). The Company has relied on the exemptions from the
valuation and minority shareholder approval requirements of MI 61-101 (and Policy 5.9) as the fair
market value of the securities issued to such parties does not exceed 25% of the Company's market
capitalization.
The Offering is subject to the final approval of the TSXV.
This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be
any sale of any securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful
including any of the securities in the United States of America. The securities have not been and will not
be registered under the United States Securities Act of 1933, as amended (the "
1933 Act
") or any state
securities laws and may not be offered or sold within the United States or to, or for account or benefit of,
U.S. Persons (as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and
applicable state securities laws, or an exemption from such registration requirements is available.
About Goldstorm Metals
Goldstorm Metals Corp. is a precious and base metals exploration company with a large strategic land
position in the Golden Triangle of British Columbia, an area that hosts some of the largest and highest-
grade gold deposits in the world. Goldstorm's flagship projects, Crown and Electrum, cover an area that
totals 16,469 hectares over 6 concessions, of which 5 are contiguous. The Crown Project is situated
directly south of Seabridge Gold's KSM gold-copper deposits and Newmont Corporation's
Brucejack/Valley of the Kings gold mine. Electrum, also located in the Golden Triangle of BC, is situated
directly between Newmont Corporation's Brucejack Mine, approximately 20 kilometers to the north, and
the past producing Silbak Premier mine, 20 kilometers to the south.
On Behalf of the Board of Directors
"Ken Konkin"
President and Chief Executive Officer
For further information, please contact:
Chris Curran, VP Investor Relations and Corporate Communications
Telephone: 604-559-8092
Email:
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
.
This News Release contains forward-looking statements, which relate to future events. In some cases,
you can identify forward-looking statements by terminology such as "will", "may", "should", "expects",
"plans", or "anticipates" or the negative of these terms or other comparable terminology. All
statements included herein, other than statements of historical fact, are forward-looking statements,
including but not limited to: the receipt of TSXV final acceptance; the anticipated use of proceeds of
the Offering; and the tax treatment of the FT Units and CFT Units. These statements are only
predictions and involve known and unknown risks, uncertainties, and other factors that may cause the
Company's actual results, level of activity, performance, or achievements to be materially different
from any future results, levels of activity, performance, or achievements expressed or implied by
these forward-looking statements. Such uncertainties and risks may include, among others, actual
results of the Company's exploration activities being different than those expected by management,
delays in obtaining or failure to obtain required government or other regulatory approvals, the ability to
obtain adequate financing to conduct its planned exploration programs, inability to procure labour,
equipment, and supplies in sufficient quantities and on a timely basis, equipment breakdown, and bad
weather. While these forward-looking statements, and any assumptions upon which they are based,
are made in good faith and reflect the Company's current judgment regarding the direction of its
business, actual results will almost always vary, sometimes materially, from any estimates,
predictions, projections, assumptions, or other future performance suggestions herein. Except as
required by applicable law, the Company does not intend to update any forward-looking statements to
conform these statements to actual results.
Not for distribution to U.S. newswire services or dissemination in the United States
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