Goldsource Mines Inc. (TSX-V: GXS) (OTCQB: GXSFF) (FSE:G5M) is pleased to announce the completion of its brokered private placement offering announced on March 4, 2020, whereby the Company issued a total of 60,026,500 units of the Company at a price of $0.11 per Unit for gross proceeds of $6,602,915. Each Unit consisted of one common share of Goldsource and one-half of one Common Share purchase warrant. Each Warrant entitles the holder to acquire one Common Share at an exercise price of $0.16 until September 24, 2022. The completed Offering includes exercise of the agents’ over-allotment option for $1,602,909, representing approximately 80% of the over-allotment option to purchase additional Units at $0.11 per Unit.
The Offering was led by Eight Capital and included PI Financial Corp. and Raymond James Ltd. as agents. The Company paid a cash commission equal to 6% (4% for President’s list) of the gross proceeds of the Offering and issued 3,571,590 compensation options to the Agents. Each Compensation Option is exercisable to acquire one Common Share at a price of $0.11 per share until March 24, 2022.
The Company intends to use the proceeds from this Offering to drill-test extensions of the high-grade Salbora and Powis discoveries, complete its initial drill program on the Toucan target at its Eagle Mountain Gold Project in Guyana (see news release dated February 5, 2020 for further details), prepare an updated resource estimate, continue its pre-feasibility work inclusive of the recent discoveries, and for general corporate purposes.
The participation of one insider in the Offering constituted a “related party transaction”, within the meaning of TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101. The Company has relied 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 the 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 the interested party, exceeded 25% of the Company’s market capitalization (as determined under MI 61-101). Further details will be included in the material change report. The material change report will not be filed more than 21 days prior to closing of the insider’s subscription due to the timing of the accepted subscription and closing having occurred in less than 21 days.
The Common Shares and Warrants issued under the Offering and the Common Shares issuable upon exercise of the Warrants and the Compensation Options are subject to a hold period that expires on July 25, 2020. The Offering is subject to final approval of the TSX Venture Exchange.
The securities referred to in this news release 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 applicable securities laws of any state of the United States, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (as such term is defined in Regulation S under the U.S. Securities Act) or persons in the United States unless registered under the U.S. Securities Act and any other applicable securities laws of the United States or an exemption from such registration requirements is available. This news release does not constitute an offer to sell or a solicitation of an offer to buy any of these securities within any jurisdiction, including the United States.
ABOUT GOLDSOURCE MINES INC.
Goldsource Mines Inc. is a Canadian resource company working aggressively to develop its advanced-stage, 100%-owned Eagle Mountain saprolite and hard-rock gold project in Guyana, South America. From 2016 to 2017, through a gravity pilot plant initiative, the Company completed testing on gravity-only gold production and both dry and wet mining open-pit techniques. Goldsource is now focused on delivering feasibility studies to achieve large-scale gold production at Eagle Mountain. Goldsource is led by an experienced management team, proven in making exploration discoveries and in project construction.
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