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Goldshore closes Private Placement of $3.75 Million for Moss Lake in NWO

Nov 20, 2023

Goldshore Resources Inc. is pleased to announce that it has closed its previously announced private placement of $3.75 million. The company issued the following securities:

(i) 37,500,000 units of the Company ("Units") at a price of $0.10 per Unit. Each Unit consists of one common share (each, a "Common Share") and one common share purchase warrant (each whole warrant, a "Warrant"); and

(ii) Each Warrant will entitle the holder thereof to purchase one Common Share (a "Warrant Share") at an exercise price of $0.13 per Warrant Share for the next thirty-six (36) months until November 17, 2026.

The net proceeds from the Private Placement will be used to continue to advance the Moss Gold Project through development of a new resource model and a new mineral resource estimation; in addition to continuing the engineering and metallurgical studies being done on various leach methodologies (including heap leach) and ultimately factoring this new information into a preliminary economic assessment, along with working capital and general corporate purposes. 

In connection with the Private Placement, the Company paid a finder's fee of 1,008,000 Units to Eventus Capital Corp. There were no cash finder's fees paid in connection with the Private Placement.

The securities issued pursuant to the Private Placement, and any Common Shares issued on exercise of Warrants, are subject to a four-month and one day hold period under applicable securities laws in Canada and TSX Venture Exchange ("TSXV") hold period, as applicable, expiring on March 18, 2024. 

Certain directors and officers of the Company have participated in the Private Placement. Brett A. Richards, a director and officer of the Company, subscribed for 900,000 Units; Marlis Yassin, an officer of the Company, subscribed for 100,000 Units; Victor Cantore, a director of the Company, subscribed for 750,000 Units; Shawn Khunkhun, a director of the Company, subscribed indirectly for 250,000 Units; Joanna Pearson, a director of the Company, subscribed for 100,000 Units; and Peter Flindell, an officer of the Company, subscribed for 300,000 Units (collectively, the "Related Party Participation"). The Related Party Participation constitutes a "related party transaction" as defined under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). Pursuant to sections 5.5(a) and 5.7(1)(a), the Company is exempt from obtaining a formal valuation and minority approval of the Company's shareholders in respect of the Related Party Participation due the fair market value of the Related Party Participation being below 25% of the Company's market capitalization for the purposes of MI 61-101. 

The Company will file a material change report in respect of closing of the Private Placement. However, the material change report will be filed less than 21 days prior to the closing of the Private Placement, which is consistent with market practice and the Company deems reasonable in the circumstances.

Issuance of RSUs 

The Company has also issued 600,000 restricted share units ("RSUs") to Kyle Hickey, a director of the Company. The RSUs will fully vest on November 17, 2024, one year from the date of grant. Once vested, each RSU represents the right to receive one Common Share, the equivalent cash value thereof, or a combination of the two, at the Company's discretion. The issuance of RSUs have been made in accordance with the Company's Omnibus Incentive Plan (the "Plan") that was approved by the Company's directors on November 8, 2022. The Plan remains subject to the approval of the shareholders of the Company at its next Annual General and Special Meeting. Any grants of share-based compensation made under the Plan prior to approval of the Plan by shareholders, including the aforementioned grant of the RSUs and the grant of RSUs noted below, will be subject to the approval of disinterested shareholders at the next Annual General and Special Meeting of the Company. The Company anticipates holding its next Annual General and Special Meeting of shareholders on January 23, 2024.

Early Warning Disclosure 

The Company has been advised that following the: (i) acquisition as part of the Private Placement by Brian Paes-Braga ("Acquiror") of 15,000,000 Units, issued for a price of $0.10 per Unit for total consideration paid by Acquiror of $1,500,000, and (ii) grant by the Company of 600,000 RSUs to Acquiror, the Acquiror has beneficial ownership, control or direction of 15,675,000 Common Shares representing 6.34% of the issued and outstanding Common Shares, and would have beneficial ownership, control or direction of 31,275,000 Common Shares representing 11.90% of the Common Shares on a partially diluted basis assuming the exercise of Warrants and settlement of RSUs. The Acquiror has beneficial ownership of 15,000,000 Warrants representing 17.73% of the issued and outstanding Warrants. The Acquiror has beneficial ownership of 600,000 RSUs representing 12.84% of the issued and outstanding RSUs. Prior to the Private Placement, the Acquiror had beneficial ownership, direction or control of 675,000 Common Shares, representing 0.27% 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.

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.

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

About Goldshore

Goldshore is an emerging junior gold development company and owns 100% of the Moss Gold Project located in Ontario. The Company is well-financed and supported by an industry-leading management group, board of directors, and advisory board. Goldshore is well positioned to advance the Moss Gold Project through the next stages of exploration and development.

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