
Goldshore Resources Inc. (TSX-V: GSHR) (OTCQB: GSHRF) (FSE: 8X00) is pleased to announce that is has closed its previously announced “bought deal” private placement offering for aggregate gross proceeds of $36,085,000. The Offering was led by Stifel Nicolaus Canada Inc., as lead underwriter and sole bookrunner, together with National Bank Financial Inc., Paradigm Capital Inc. and Canaccord Genuity Corp.
Michael Henrichsen, CEO and Director of Goldshore, commented, “We are grateful for the tremendous support on this financing from both existing and new institutional shareholders. This financing is the largest in the Company’s history and transforms the scope of work that can be done to unlock value. Goldshore is in an excellent position to advance the Moss Gold Project through our ongoing Preliminary Economic Assessment (“PEA”) and is now well capitalized to aggressively advance the project toward a future Feasibility Study and advanced permitting work. Our vision is to deliver a top ten producing gold mine in Canada in the center of an emerging gold belt in Northern Ontario. To successfully deliver on this vision we plan to advance the Moss Gold Project with a Three Pillar approach – investing in Resource Expansion, Economic Studies and Permitting & Environmental work with equal focus. We are just beginning to unlock the value at the deposit and the upcoming PEA and updated Mineral Resource Estimate (“MRE”) by G Mining Services will demonstrate the potential economic performance of the asset.”
In connection with the Offering, the Company issued: (i) 28,409,090 charity flow-through shares at a price of $0.44 per CFT Share for total gross proceeds of $12,500,000; (ii) 40,322,580 hard dollar common shares at a price of $0.31 per HD Share for total gross proceeds of $12,500,000; (iii) 26,315,790 flow-through common shares, at a price of $0.38 per FT Share for total gross proceeds of $10,000,000; and (iv) 3,500,000 hard dollar common shares at a price of $0.31 per Hold Share for total gross proceeds of $1,085,000. The issuance of FT Shares and the CFT Shares 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 “Act“). The CFT Shares will be purchased by the initial purchasers, who intend to sell the CFT Shares to end purchasers.
Gross proceeds from the sale of CFT Shares and FT Shares will be used to incur eligible “Canadian exploration expenses” that qualify as flow-through mining expenditures, as defined in the Act related to the Company’s Moss Gold Project in Ontario, on or before December 31, 2026, and to renounce all the Qualifying Expenditures in favour of the purchasers of the FT Shares and the CFT Shares effective December 31, 2025.
The CFT Shares and the HD Shares were offered to purchasers resident in all provinces and territories of Canada (excluding Quebec) pursuant to the listed issuer financing exemption under Part 5A (the “Listed Issuer Financing Exemption“) of National Instrument 45-106 – Prospectus Exemptions. Offered Shares sold pursuant to the Listed Issuer Financing Exemption in Canada are not subject to resale restrictions under applicable Canadian securities laws and policies of the TSX Venture Exchange. The Offered Shares may be re-offered or re-sold on a private placement basis in offshore jurisdictions as permitted and in the United States pursuant to an exemption from the registration requirements of the United States Securities Act of 1933 (the “U.S. Securities Act“), as amended. The FT Shares and Hold Shares were offered to purchasers resident in all provinces and territories of Canada pursuant to other applicable exemptions from the prospectus requirements of NI 45-106.
In connection with the Offering, the Underwriters received a cash commission of $2,038,394.59. Eventus Capital Corp. is an advisor to the Company.
DuMoulin Black LLP acted as counsel for the Company and Wildeboer Dellelce LLP acted as counsel for the Underwriters.
The Offering remains subject to the final approval of the TSXV.
Figure 1: Focus Area for Resource Expansion and Growth at the Moss Gold Project*
Updated Strategic Plan
Resource Expansion and Growth: The Company will continue to focus its exploration efforts in the “Moss Block”, an area approximately 8 km x 6 km that is centred on the Moss Gold deposit containing 91% of the current Mineral Resource ounces of the project (Figure 1) with the completion of 29,000 meters of drilling:
Economic Study and Advanced Technical Work: The Company has adjusted the timeline for the PEA by G Mining Services to incorporate winter drilling results, which exceeded expectations and will lead to an updated MRE to be included in conjunction with the PEA.
Environmental & Permitting Work: The Company engaged One-Eighty Consulting Group Ltd. in June of last year to lead the strategic plan on the permitting process and stakeholder engagement and is working closely with CSL Environmental and Geotechnical to advance the studies required to enter the formal permitting process.
NSR/NPI Repurchase: The Company is positioning the Moss Gold Project for long-term success by strategically purchasing economic interests on the deposit. Notably, this includes the buyback of an overriding 1% Net Smelter Return (“NSR”) royalty from Wesdome Gold Mines Ltd. and recent Net Profit Interest (“NPI”) purchases. By purchasing the NSR and NPI interests the Company is positioning the asset for improved economic performance in the upcoming PEA.
Brian Paes-Braga purchased 3,500,000 Hold Shares for total consideration paid by Acquiror of $1,085,000, the Acquiror has beneficial ownership, control or direction of 45,580,500 common shares representing 9.80% of the issued and outstanding common shares, and would have beneficial ownership, control or direction of 45,780,500 common shares representing 9.84% of the common shares on a partially diluted basis assuming the conversion of the Acquiror’s restricted share units and stock options. The Acquiror has beneficial ownership of 80,000 RSUs and 120,000 stock options. Prior to the Offering, the Acquiror had beneficial ownership, direction or control of 42,080,500 common shares, representing 11.49% of the issued and outstanding common shares. The Company has been advised that the Acquiror acquired these securities for investment purposes and their acquisition will be disclosed in an early warning report to be filed under the Company’s SEDAR+ profile. The Acquiror may in the future acquire or dispose of securities of the Company through the market, privately or otherwise, as circumstances or market conditions warrant. Additionally, as a result of common share issuances by the Company, including the Offering, Lutry Investments Limited has beneficial ownership, control or direction over less than 10% of the Company’s outstanding common shares. Lutry Investments Limited has beneficial ownership, control or direction of 34,674,083 common shares representing 7.46% of the issued and outstanding common shares following the completion of the Offering.
Related parties of the Company purchased an aggregate of 4,422,580 common shares in the Offering. The issuance of such securities to these related parties are each considered to be a related party transaction within the meaning of TSXV Policy 5.9 – Protection of Minority Security Holders in Special Transactions (“Policy 5.9“) and Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions. The Company has relied on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 (and Policy 5.9) as the fair market value of the securities issued to such parties does not exceed 25% of the Company’s market capitalization.
The FT Shares and Hold Shares issued under the Offering 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 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.
*Technical Report
Please see NI 43-101 technical report titled: “Technical Report and Updated Mineral Resource Estimate for the Moss Gold Project, Ontario, Canada,” dated March 20, 2024 with an effective date of January 31, 2024 available under the Company’s SEDAR+ profile at www.sedarplus.ca. For more information, please visit SEDAR+ (www.sedarplus.ca) and the Company’s website (www.goldshoreresources.com).
Qualified Person
Peter Flindell, PGeo, MAusIMM, MAIG, Vice-President, Exploration, of the Company, and a qualified person under National Instrument 43-101 – Standards of Disclosure for Mineral Projects, has approved the scientific and technical information contained in this news release.
Mr. Flindell has verified the data disclosed. To verify the information related to the winter drill program at the Moss Gold Project, Mr. Flindell has visited the property several times; discussed and reviewed logging, sampling, bulk density, core cutting and sample shipping processes with responsible site staff; discussed and reviewed assay and QA/QC results with responsible personnel; and reviewed supporting documentation, including drill hole location and orientation and significant assay interval calculations. He has also overseen the Company’s health and safety policies in the field to ensure full compliance, and consulted with the Project’s host indigenous communities on the planning and implementation of the drill program, particularly with respect to its impact on the environment and the Company’s remediation protocols.
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 $75 million of new capital and completed approximately 100,000 meters of drilling on the Moss Gold Project, which, in aggregate, has had over 255,000 meters of drilling. The 2024 updated NI 43-101 MRE 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 development in this cycle. Please see NI 43-101 technical report titled: “Technical Report and Updated Mineral Resource Estimate for the Moss Gold Project, Ontario, Canada,” dated March 20, 2024 with an effective date of January 31, 2024 available under the Company’s SEDAR+ profile at www.sedarplus.ca.
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