Goldsource Mines Inc. (TSX-V: GXS) (OTCQX: GXSFF) (FSE: G5MA) is pleased to announce that it has closed its non-brokered private placement previously announced on May 4, 2023, and upsized on May 8, 2023, for gross proceeds to the Company of $2,702,520. Under the Private Placement, the Company has issued a total of 7,507,000 units of the Company at a price of $0.36 per Unit. Each Unit consists of one common share of the Company  and one-half of one Common Share purchase warrant. Each whole Warrant is exercisable into one Common Share at a price of $0.55 until May 19, 2025.

The net proceeds of the Private Placement will be used to fund engineering and exploration activities at the Company’s Eagle Mountain Gold project in Guyana, South America and for general working capital.

A certain insider of the Company purchased a total of 400,000 Units under the Private Placement. The issuance of securities to such person is considered to be a “related party transaction” within the meaning of TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions adopted in the Policy. The Company intends to rely on the 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 Private Placement 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 involves interested parties, is expected to exceed 25% of the Company’s market capitalization (as determined under MI 61-101).

In connection with the closing of the Private Placement, subject to the approval of the TSXV, the Company shall pay finders’ fees in cash totaling $45,403 to Blue Lakes Advisors SA, Apex GT Capital Corporation, and Haywood Securities Inc. representing 6% of the gross proceeds from the sale of Units placed by the Finders, and issue to the Finders a total of 126,120 non-transferable finder’s warrants, representing 6% of the Units placed by such Finders. Each Finder’s Warrant entitles the holder thereof to acquire one Common Share at a price of $0.55 per Common Share until May 19, 2025.

All securities issued pursuant to the Private Placement are subject to a hold period of four months and one day expiring on September 20, 2023. The Private Placement is subject to final approval of the TSXV.

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.

ABOUT GOLDSOURCE MINES INC.

Goldsource Mines Inc. is a Canadian exploration company focussed on the 100%-owned Eagle Mountain gold project in Guyana, South America. The Company is led by an experienced management team, proven in making precious metals exploration discoveries and executing on phased project development in the Americas.