Goldshore Resources Inc.
(TSXV: GSHR / OTC Markets: GSHRF /
FSE: 8X00) (“
Goldshore” or the
“
Company”) is pleased to announce that it has
entered into an agreement with Research Capital Corporation as the
lead agent and sole bookrunner, on behalf of a syndicate of agents
(collectively, the “
Agents”), in connection with a
best-efforts public offering of securities of the Company (the
“
Offered Securities”) for aggregate gross proceeds
of up to $5,000,000 (the "
Offering”) from a
combination of:
- conventional units of the Company
(“Conventional Units”) at a price of $0.25 per
Conventional Unit. Each Conventional Unit will consist of one
common share (each, a “Common Share”) and one-half
of one common share purchase warrant (each whole warrant, a
“Warrant”);
- flow-through units of the Company
(the “FT Units”) at a price of $0.30 per FT Unit.
Each FT Unit will consist of one Common Share that will qualify as
“flow-through shares” within the meaning of subsection 66(15) of
the Income Tax Act (Canada) (the “Tax Act”) and
one-half of one Warrant; and
- flow-through units of the Company
to be sold to charitable purchasers (the “Charity FT
Units”) at a price of $0.35 per Charity FT Unit. Each
Charity FT Unit will consist of one Common Share that will qualify
as “flow-through shares” within the meaning of subsection 66(15) of
the Tax Act that will be issued as part of a charity arrangement
and one-half of one Warrant.
Each Warrant shall entitle the holder thereof to
purchase one Common Share at an exercise price of $0.40 at any time
up to 24 months from the closing of the Offering.
The Company has granted to the Agents an option
(the “Over-Allotment Option”) to increase the size
of the Offering by up to an additional number of Offered
Securities, and/or the components thereof, that in aggregate would
be equal to 15% of the total number of Offered Securities to be
issued under the Offering, to cover over-allotments, if any, and
for market stabilization purposes, exercisable at any time and from
time to time up to 30 days following the closing of the
Offering.
The net proceeds from the Offering of the
Conventional Units will be used for working capital and general
corporate purposes. The gross proceeds from the sale of FT Units
and Charity FT Units will be used for exploration expenses on the
Company’s Moss Lake property, located in Ontario, as 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 mining
expenditures" (the "Qualifying Expenditures"),
which will be incurred on or before December 31, 2023 and renounced
with an effective date no later than December 31, 2022 to the
initial purchasers of FT Units and Charity FT Units.
The closing of the Offering is expected to occur
on or about December 22, 2022 (the “Closing”), or
on such date as agreed upon between the Company and the Agents, and
is subject to the Company receiving all necessary regulatory
approvals, including the approval of the TSX Venture Exchange.
In connection with the Offering, the Company
intends to file a prospectus supplement (the
“Supplement”) to the Company’s short form base
shelf prospectus dated October 31, 2022 (the “Shelf
Prospectus”), with the securities regulatory authorities
in British Columbia, Alberta and Ontario. Copies of the Shelf
Prospectus can be found on SEDAR at www.sedar.com. The Shelf
Prospectus contains, and the Supplement will contain, important
detailed information about the Company and the Offering.
Prospective investors will and should read the Supplement and
accompanying Shelf Prospectus and the other documents the Company,
has filed on SEDAR at www.sedar.com before making an investment
decision.
Eventus Capital Corp. has been appointed as a
special advisor to the Company.
This press release is not an offer to sell or
the solicitation of an offer to buy the securities in the United
States or in any jurisdiction in which such offer, solicitation or
sale would be unlawful prior to qualification or registration under
the securities laws of such jurisdiction. The securities being
offered have not been, nor will they be, registered under the
United States Securities Act of 1933, as amended (the “U.S.
Securities Act”) or any U.S. state securities laws, and
such securities may not be offered or sold within the United States
or to, or for the account or benefit of, U.S. persons absent
registration or an applicable exemption from registration
requirements of the U.S. Securities Act and applicable U.S. state
securities laws.
About Goldshore
Goldshore is an emerging junior gold development
company, and owns the Moss Lake Gold Project located in Ontario.
Wesdome Gold Mines Ltd. is currently a large shareholder of
Goldshore with an approximate 27% equity position in the Company.
Well-financed and supported by an industry-leading management
group, board of directors and advisory board, Goldshore is
positioned to advance the Moss Lake Gold Project through the next
stages of exploration and development.
For More Information – Please Contact:
Brett A. RichardsPresident, Chief Executive Officer and
DirectorGoldshore Resources Inc.P. +1 604 288 4416
M. +1 905 449
1500E. brichards@goldshoreresources.comW. www.goldshoreresources.com
Facebook: GoldShoreRes
| Twitter: GoldShoreRes
| LinkedIn: goldshoreres
Neither the TSX Venture Exchange nor its
Regulation Services Provider (as that term is defined in the
policies of the TSX Venture Exchange) accepts responsibility for
the adequacy or accuracy of this release.
Cautionary Note Regarding
Forward-Looking Statements
This news release contains “forward-looking
information” within the meaning of applicable Canadian securities
legislation. “Forward-looking information” includes, but is not
limited to, statements with respect to the activities, events or
developments that the Company expects or anticipates will or may
occur in the future, including the expectation that the Offering
will close in the timeframe and on the terms as anticipated by
management. Generally, but not always, forward-looking information
and statements can be identified by the use of words such as
“plans”, “expects”, “is expected”, “budget”, “scheduled”,
“estimates”, “forecasts”, “intends”, “anticipates”, or “believes”
or the negative connotation thereof or variations of such words and
phrases or state that certain actions, events or results “may”,
“could”, “would”, “might” or “will be taken”, “occur” or “be
achieved” or the negative connation thereof. These forward‐looking
statements or information relate to, among other things: the
intended use of proceeds from the Offering, the expected closing
date of the Offering, and the incurrence of Qualifying
Expenditures.
Such forward-looking information and statements
are based on numerous assumptions, including among others, that the
Company will complete Offering in the timeframe and on the terms as
anticipated by management. Although the assumptions made by the
Company in providing forward-looking information or making
forward-looking statements are considered reasonable by management
at the time, there can be no assurance that such assumptions will
prove to be accurate and actual results and future events could
differ materially from those anticipated in such statements.
Important factors that could cause actual
results to differ materially from the Company’s plans or
expectations include risks relating to the failure to complete the
Offering in the timeframe and on the terms as anticipated by
management, market conditions and timeliness regulatory approvals.
Although the Company has attempted to identify important factors
that could cause actual results to differ materially from those
contained in the forward-looking information or implied by
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 forward-looking information and statements
will prove to be accurate, as actual results and future events
could differ materially from those anticipated, estimated or
intended. Accordingly, readers should not place undue reliance on
forward-looking statements or information.
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