Vancouver, British Columbia--(Newsfile Corp. - November 1, 2021) - Goldshore Resources Inc. (TSXV: GSHR) (OTC Pink: GSHRF) (FSE: 8X00) ("Goldshore" or the "Company") is pleased to announce that it has entered into an engagement letter with Eventus Capital Corp., as lead agent and sole bookrunner (the "Lead Agent"), on its own behalf and on behalf of a syndicate of agents to be formed (together with the Lead Agent, the "Agents"), in connection with a brokered private placement of flow-through shares (each, a "FT Share") at a price of $0.65 per FT Share, and premium flow-through shares (each, a "Premium FT Share" and, collectively with the FT Shares, the "Offered Shares") at a price of $0.76 per Premium FT Share, for aggregate gross proceeds of up to $7,000,000 (the "Offering"). Up to 12,384,615 Offered Shares will be issued pursuant to the Offering assuming exercise of the Agent's Option (as defined below).
The Company has granted to the Agents an option (the "Agent's Option"), exercisable up to 48 hours prior to the closing date of the Offering, to sell up to an additional 15% of the Offered Shares at a price of $0.65 per FT Share and $0.76 per Premium FT Share. The Company has agreed to pay to the Agents a cash commission equal to 6% of the gross proceeds of the Offering, of which 3% will be payable in cash and 3% will be payable through the issuance of common shares of the Company at a price of $0.65. In addition, the Company has agreed to issue to the Agents compensation warrants of the Company exercisable for a period of 24 months, to acquire in aggregate that number of common shares of the Company which is equal to 6% of the number of Offered Shares sold under the Offering at an exercise price of $0.65.
The Company intends to use the proceeds raised from the Offering for future exploration work on its Moss Lake gold deposit in Northwest Ontario, Canada.
The gross proceeds from the issuance of the Offered Shares will be used for "Canadian Exploration Expenses" within the meaning of the Income Tax Act (Canada) (the "Qualifying Expenditures"), which will be renounced with an effective date no later than December 31, 2021 to the purchasers of the Offered Shares in an aggregate amount not less than the gross proceeds raised from the issue of Offered Shares. If the Qualifying Expenditures are reduced by the Canada Revenue Agency, the Company will indemnify each subscriber of Offered Shares for any additional taxes payable by such subscriber as a result of the Company's failure to renounce the Qualifying Expenditures.
The Offering is scheduled to close on or about November 23, 2021 and is subject to the receipt of all necessary regulatory and other approvals, including, but not limited to, the listing of the Offered Shares on the TSX Venture Exchange. Closing of the Offering is subject to approval of the TSX Venture Exchange. The Offered Shares will be subject to a hold period of four months and one day from the closing date in accordance with applicable securities laws.
Brett Richards, President and Chief Executive Officer of the Company, commented: "This key financing de-risks the Company well through its 100,000m drill program and near to its completion."
The Company is also pleased to announce the appointment of Marlis Yassin, CPA, CA, as Chief Financial Officer effective November 1, 2021. Gavin Cooper has served as Chief Financial Officer ("CFO") since 2017, and he will continue to be available to work with the Company as a consultant. Brett Richards commented further: "We are excited to have Marlis join as CFO, as we have expanded and grown our team quickly from our June 2021 listing, and now well positioned to complete the next development phase at the Moss Lake Project. I would like to thank Gavin for his time and commitment to getting Goldshore started, and look forward to Marlis joining now as we grow the business." Ms. Yassin has over 15 years' experience working with companies in various sectors, including mining, technology, and industrial products. She has held finance management positions at various public companies, including a large industrial products company and mid-tier mining companies. Ms. Yassin gained extensive experience at Deloitte providing reporting, advisory and assurance services to publicly traded companies, primarily in natural resources. Ms. Yassin is a CPA, CA and holds a Bachelor of Commerce degree from the University of British Columbia.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities 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 may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
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.
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
Cautionary Note Regarding Forward-Looking Statements
This news release contains statements that constitute "forward-looking statements." Such forward looking statements involve known and unknown risks, uncertainties and other factors that may cause the Company's actual results, performance or achievements, or developments to differ materially from the anticipated results, performance or achievements expressed or implied by such forward-looking statements. Forward looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects," "plans," "anticipates," "believes," "intends," "estimates," "projects," "potential" and similar expressions, or that events or conditions "will," "would," "may," "could" or "should" occur.
Forward-looking statements in this news release include, among others, statements relating to expectations regarding the expected closing date of the Offering, and other statements that are not historical facts. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors and risks include, among others: the Company may require additional financing from time to time in order to continue its operations which may not be available when needed or on acceptable terms and conditions acceptable; compliance with extensive government regulation; domestic and foreign laws and regulations could adversely affect the Company's business and results of operations; the stock markets have experienced volatility that often has been unrelated to the performance of companies and these fluctuations may adversely affect the price of the Company's securities, regardless of its operating performance; and the impact of COVID-19.
The forward-looking information contained in this news release represents the expectations of the Company as of the date of this news release and, accordingly, is subject to change after such date. Readers should not place undue importance on forward-looking information and should not rely upon this information as of any other date. The Company undertakes no obligation to update these forward-looking statements in the event that management's beliefs, estimates or opinions, or other factors, should change.
NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE U.S.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/101609
