Goldshore Resources Inc. (TSX–V: GSHR) (OTC Markets: GSHRF) (FSE: 8X00) is pleased to announce that it has closed its previously announced public 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. The Company issued the following combination of securities:

1. 11,650,280 conventional units of the Company at a price of $0.25 per Conventional Unit. Each Conventional Unit consists of one common share and one-half of one common share purchase warrant; and

1. 9,458,100 flow-through units of the Company 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) and one-half of one Warrant.

Each Warrant will entitle the holder thereof to purchase one Common 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”, 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. 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 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