Mr. Michael Henrichsen reports
GOLDSHORE ANNOUNCES CLOSING OF $36.08M BOUGHT DEAL PRIVATE PLACEMENT: LAUNCH OF 50,000M DRILL PROGRAM AND UPDATED STRATEGIC PLAN
Goldshore Resources Inc. 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, chief executive officer 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-10 producing gold mine in Canada in the centre 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, and 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 (CFT) shares at a price of 44 cents per CFT share for total gross proceeds of $12.5-million; (ii) 40,322,580 hard-dollar (HD) common shares at a price of 31 cents per HD share for total gross proceeds of $12.5-million; (iii) 26,315,790 flow-through (FT) common shares at a price of 38 cents per FT share for total gross proceeds of $10-million; and (iv) 3.5 million hard-dollar common shares at a price of 31 cents 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 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 Dec. 31, 2026, and to renounce all the qualifying expenditures in favour of the purchasers of the FT shares and the CFT shares effective Dec. 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 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 reoffered or resold 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, 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 adviser 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 TSX Venture Exchange.
Updated strategic plan
Resource expansion and growth: The company will continue to focus its exploration efforts in the Moss block, an area approximately eight kilometres (km) by six km that is centred on the Moss gold deposit, containing 91 per cent of the current mineral resource ounces of the project, with the completion of 29,000 metres (m) of drilling:
- Resource expansion drilling: targeted drilling of between 20,000 and 25,000 m to expand the mineral resource footprint at the QES extension zone and to further define the new near-surface high-grade Superion discovery;
- Regional exploration: follow up on high-priority areas identified in the winter regional exploration program targeting blue-sky discovery potential within the Moss block. The results of the winter regional program are expected to be fully interpreted in the coming weeks, leading to drill targets the company expects to drill test with 5,000 to 9,000 m.
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:
- PEA and updated MRE: completion of an update to the current MRE will include the results of the completed 20,000 m drill program to expand the resource and the reassaying of historical core to better define mining dilution. G Mining Services will complete the PEA and updated MRE to be published by Q4 (fourth quarter) 2025;
- Grade control drilling: completion of 21,000 m of tightly spaced drilling to define drill spacing for the upcoming infill drill program and provide samples for feasibility level metallurgical test work;
- Metallurgical test work: PEA-level test work to be conducted, including grind optimization, gravity separation, flotation and cyanide leach testing, with a view to improving gold recovery dynamics in the PEA.
Environmental and 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:
- First nations and stakeholder engagement: continuing to build strong relationships with first nations and community stakeholders. The company is entering into impact benefit agreement (IBA) negotiations with the Lac des Mille Lacs First Nation based on the recently signed IBA term sheet;
- Environmental baseline studies: continued execution of environmental studies in preparation for submission for the environmental assessment process.
Net smelter return/net profit interest (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-per-cent NSR royalty from Wesdome Gold Mines Ltd. and recent 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 3.5 million 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 per cent of the issued and outstanding common shares, and would have beneficial ownership, control or direction of 45,780,500 common shares, representing 9.84 per cent of the common shares on a partially diluted basis, assuming the conversion of the acquiror's restricted share units (RSUs) 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 per cent 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 Ltd. has beneficial ownership, control or direction over less than 10 per cent of the company's outstanding common shares. Lutry Investments has beneficial ownership, control or direction of 34,674,083 common shares, representing 7.46 per cent 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 TSX-V Policy 5.9, Protection of Minority Security Holders in Special Transactions, 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 per cent 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.
Technical report
Please see the National Instrument 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 Jan. 31, 2024, available under the company's SEDAR+ profile. For more information, please visit SEDAR+ and the company's website.
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 (quality assurance/quality control) 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 Resources Inc.
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 1 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-per-cent-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 work force. The company has invested over $75-million of new capital and completed approximately 100,000 m of drilling on the Moss gold project, which, in aggregate, has had over 255,000 m 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 grams per tonne (g/t) gold (Au) and 5.20 million ounces of inferred gold resources at 1.11 g/t Au. The MRE only encompasses 3.6 km of the 35-plus-kilometre 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 the 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 Jan. 31, 2024, available under the company's SEDAR+ profile.
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