Goldshore
Announces Closing of $5.75 Million Public Offering
Vancouver,
B.C., Canada -- December 22, 2022 -- InvestorsHub NewsWire
-- Goldshore
Resources Inc. (TSXV: GSHR / OTC Markets: GSHRF / FSE: 8X00)
("Goldshore"
or the "Company") is pleased to announce that
it has closed its previously
announced public offering (the "Offering"), for aggregate gross proceeds of
approximately $5.75 million, including the full exercise of the
over-allotment option. The
Offering was led by Research Capital Corporation as the lead agent
and sole bookrunner, on behalf of a syndicate of agents, including
Laurentian Bank Securities, Canaccord Genuity Corp., Gravitas
Securities Inc., and Red Cloud Securities Inc. (collectively, the
"Agents"). The Company issued the following
combination of securities (the "Offered
Securities"):
(i)
11,650,280 conventional units of
the Company ("Conventional
Units") at a price of
$0.25 per Conventional Unit. Each Conventional Unit consists of one
common share (each, a "Common
Share") and one-half of
one common share purchase warrant (each whole warrant, a
"Warrant"); and
(ii)
9,458,100 flow-through units of the
Company (the "FT Units") at a price of $0.30 per FT Unit. Each FT
Unit consists 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.
Each Warrant will entitle the
holder thereof to purchase one Common Share (a
"Warrant
Share") at an exercise
price of $0.40 per Warrant Share until December 22,
2024.
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 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. For
additional details regarding the use of proceeds, please see the
prospectus supplement of the Company dated December 16, 2022, which
is available under the Company's profile on SEDAR at
www.sedar.com.
In connection with the Offering,
the Agents received a cash fee equal to $282,500.
Eventus Capital Corp. has been
appointed as a special advisor to the Company.
Certain insiders of the Company
participated in the Offering and purchased an aggregate of 40,000
Conventional Units and 118,400 FT Units. The insider participation
in the Offering constitutes a related party transaction pursuant to
Multilateral Instrument 61-101 – Protection of Minority
Security Holders in Special Transactions ("MI
61-101"). The Company has
relied on exemptions from the formal valuation and minority
shareholder approval requirements of MI 61-101 contained in
sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of related
party participation in the Offering as neither the fair market
value (as determined under MI 61-101) of the subject matter of, nor
the fair market value of the consideration for, the transaction,
insofar as it involved related parties, exceeded 25% of the
Company's market capitalization as determined under MI
61-101.
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. Richards
President, Chief Executive Officer
and Director
Goldshore Resources Inc.
P. +1 604 288
4416 M. +1 905 449 1500
E. brichards@goldshoreresources.com
W. 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 final
approval from the TSX Venture Exchange. 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,
and the incurrence of Qualifying Expenditures.
Such forward-looking information
and statements are based on numerous assumptions. 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 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.