Goldshore Resources Inc (TSX-V:GSHR, OTCQB:GSHRF) said it has entered into an engagement letter with Eventus Capital Corp and Gravitas Securities Inc, as co-lead agents and joint bookrunners, on their own behalf and on behalf of a syndicate of agents to be formed, in connection with a brokered private placement to raise aggregate gross proceeds of up to $10 million.
The company said it intends to use the proceeds raised from the offering for working capital and future exploration work on its Moss Lake gold deposit in Northwest Ontario, Canada.
The placement will be for common share units at a price of $0.50 per unit, comprised of one common share and one-half of one warrant; flow-through units (FT Unit) at a price of $0.60 each, comprised of one "flow-through" shares and one-half of one warrant; and charity flow-through units (Charity FT Unit) at a price of $0.71 each, comprised of one "flow-through" shares and one-half of one warrant.
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Each warrant issued in connection with the offering will entitle the holder to acquire one common share at an exercise price of $0.75, for a period of 24 months following the closing date, subject to acceleration if the common shares trade above $1.10 on the TSX Venture Exchange for 20 consecutive days.
Goldshore has agreed to pay the agents a cash commission equal to 6% of the gross proceeds of the offering. In addition, the company has agreed to issue to the agents compensation warrants exercisable for a period of 24 months, to acquire in aggregate that number of common shares of the company which is equal to 6% of the number of FT Unit and Charity Units sold under the offering at a price of $0.50 and $0.60, respectively.
The gross proceeds from the issuance of the FT Units and Charity FT Units will be used for "Canadian Exploration Expenses" within the meaning of the Income Tax Act (Canada), which will be renounced with an effective date no later than December 31, 2022, to the purchasers in an aggregate amount not less than the gross proceeds raised from the issue of FT Units and Charity FT Units.
If the qualifying expenditures are reduced by the Canada Revenue Agency, the company will indemnify each subscriber of FT Units and Charity FT Units for any additional taxes payable by such subscriber as a result of the company's failure to renounce the qualifying expenditures.
The offering is scheduled to close on or about April 6, 2022, and is subject to the receipt of all necessary regulatory and other approvals, including, but not limited to, the listing of the "flow-through" shares on the TSX Venture Exchange and is subject to approval of the TSX Venture Exchange.
The offered securities will be subject to a hold period of four months and one day from the closing date in accordance with applicable securities laws.
The securities have not been and will not be registered under the United States Securities Act of 1933, as amended or any state securities laws and may not be offered or sold within the United States or to US Persons unless registered under the US Securities Act and applicable state securities laws or an exemption from such registration is available.
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