Goldshore Resources Inc. (TSX-V: GSHR) (OTCQB: GSHRF) (FSE: 8X00)  is pleased to announce that it has closed its previously announced brokered private placement offering, 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.

In connection with the Brokered Offering, the Company issued: (i) 15,848,159 flow-through common shares of the Company at a price of $0.475 per FT Share; and (ii) 12,159,400 charity flow-through common shares of the Company 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. 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. 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 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.