Vancouver, British Columbia--(Newsfile Corp. - October 29, 2024) - Goldshore Resources Inc. (TSXV: GSHR) (OTCQB: GSHRF) (FSE: 8X00) ("Goldshore" or the "Company") is pleased to announce that it has closed its previously announced brokered private placement offering, (the "BrokeredOffering") for aggregate gross proceeds of $13.9 million, which includes the partial exercise of the over-allotment option granted to the agents. The Brokered Offering was led by Eight Capital, as co-lead agent and sole bookrunner, together with Clarus Securities Inc., as co-lead agent, and Paradigm Capital Inc. (collectively, the "Agents").
In connection with the Brokered Offering, the Company issued: (i) 15,848,159 flow-through common shares of the Company (the "FT Shares") at a price of $0.475 per FT Share; and (ii) 12,159,400 charity flow-through common shares of the Company (the "Charity FT Shares") at a price of $0.53 per Charity FT Share. The issuance of FT Shares and the Charity FT Share will entitle the holders thereof to receive the tax benefits applicable to flow-through shares, in accordance with provisions of the Income Tax Act (Canada). The Charity FT Shares will be purchased by the initial purchasers, who intend to sell the Charity FT Shares to end purchasers.
Gross proceeds from the Brokered Offering will be used to incur eligible Canadian exploration expenses and flow-through mining expenditures, as defined in the Income Tax Act (Canada), and eligible Ontario exploration expenditures, as defined in the Taxation Act, 2007 (Ontario). Eventus Capital Corp. has been appointed as an advisor to the Company.
In connection with the Brokered Offering, the Agents received a cash commission of $813,220.20, and the Company granted the Agents 1,627,565 non-transferable compensation warrants (the "Compensation Warrants"). Each Compensation Warrant will entitle the holder thereof to purchase one common share at an exercise price of $0.475 per common share for a period of 24 months following the closing of the Brokered Offering.
DuMoulin Black LLP acted as counsel for the Company and Wildeboer Dellelce LLP acted as counsel for the Agents.
The Brokered Offering remains subject to the final approval of the TSX Venture Exchange.
The securities issued under the Brokered Offering will have a hold period of four months and one day from the date of closing. The securities described herein 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 accordingly may not be offered or sold within the United States except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities requirements or pursuant to exemptions therefrom. This press release does not constitute an offer to sell or a solicitation to buy any securities in any jurisdiction.
Digital marketing services
Machai Capital Inc. ("Machai") has been engaged to provide branding and content and data optimization to assist the Company in creating in-depth marketing campaigns. Machai will also offer search engine optimization, search engine marketing, lead generation, digital marketing, social media marketing, email marketing, and brand marketing services to the Company.
Machai has been engaged by the Company for a 3-month period. In consideration for the services provided, the Company will pay Machai a total of $125,000 in cash based on the completion of service milestones.
Machai has a business address at 101 - 17565 58 Avenue, Surrey, BC V3S 4E3. The services to be provided by Machai will be overseen by Suneal Sandhu, President. The Company and Machai act at arm's length, and neither Machai nor Suneal Sandhu has a present interest, directly or indirectly, in the Company or its securities, or any right or present intent to acquire such an interest.
Machai has agreed to comply with all applicable securities laws and the policies of the TSX Venture Exchange in providing the services to the Company.
About Goldshore
Goldshore is a growth-oriented gold company focused on delivering long-term shareholder and stakeholder value through the acquisition and advancement of primary gold assets in tier-one jurisdictions. It is led by the ex-global head of structural geology for the world's largest gold company and backed by one of Canada's pre-eminent private equity firms. The Company's current focus is the advanced stage 100% owned Moss Gold Project which is positioned in Ontario, Canada, with direct access from the Trans-Canada Highway, hydroelectric power near site, supportive local communities and skilled workforce. The Company has invested over $60 million of new capital and completed approximately 80,000 meters of drilling on the Moss Gold Project, which, in aggregate, has had over 235,000 meters of drilling. The 2024 updated NI 43- 101 mineral resource estimate ("MRE") dated March 20, 2024 and prepared by Apex Geoscience Ltd., has expanded to 1.54 million ounces of Indicated gold resources at 1.23 g/t Au and 5.20 million ounces of Inferred gold resources at 1.11 g/t Au. The MRE only encompasses 3.6 kilometers of the 35+ kilometer mineralized trend, remains open at depth and along strike and is one of the few remaining major Canadian gold deposits positioned for fast track through this development cycle.
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 includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws. Forward-Looking statements relate to future events or future performance and reflect the expectations or beliefs of management of the Company regarding future events. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as "intends" or "anticipates", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would" or "occur". This information and these statements, referred to herein as "forward‐looking statements", are not historical facts, are made as of the date of this news release and include without limitation, statements regarding discussions of future plans, estimates and forecasts and statements as to management's expectations and intentions with respect to, among other things, the intended use of proceeds from the Brokered Offering, the expectation that the Company will receive the TSX Venture Exchange's final approval for the Brokered Offering, the services to be provided by Machai and the fees expected to be paid in consideration therefor.
These forward‐looking statements involve numerous risks and uncertainties, and actual results might differ materially from results suggested in any forward-looking statements. These risks and uncertainties include, among other things, that the Company does not spend the proceeds of the Brokered Offering as currently contemplated, that the FT Shares and Charity FT Shares fail to qualify as "flow-through shares" under the Income Tax Act (Canada), that the Company fails to complete the necessary expenditures within the required timeframe to allow the subscribers of the FT shares and Charity FT Shares to receive the anticipated tax benefits, that the Company may not receive the TSX Venture Exchange's final approval for the Brokered Offering, and that engagement of Machai may be terminated earlier.
In making the forward-looking statements in this news release, the Company has applied several material assumptions, including without limitation, that the Company will use the proceeds of the Brokered Offering as anticipated by management, that the Company's business plans will remain the same, that the Company will complete the necessary expenditures within the required timeframe to allow the subscribers of the FT shares and Charity FT Shares to receive the anticipated tax benefits, that the FT Shares and Charity FT Shares will qualify as "flow-through shares" under the Income Tax Act (Canada), that the Company will the TSX Venture Exchange's final approval for the Brokered Offering and that the engagement of Machai will proceed as anticipated.
Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or 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 such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial out-look that are incorporated by reference herein, except in accordance with applicable securities laws. We seek safe harbor.
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