Vancouver, British Columbia--(Newsfile Corp. - May 4, 2023) - Goldsource Mines Inc. (TSXV: GXS) (OTCQX: GXSFF) (FWB: G5MA) ("Goldsource" or the "Company") is pleased to announce a non-brokered private placement (the "Private Placement") of up to 5,555,555 units of the Company ("Units") at a price of $0.36 per Unit for gross proceeds to the Company of up to $2,000,000. Each Unit will consist of one common share of the Company (each a "Common Share") and one-half of one Common Share purchase warrant (each whole warrant, a "Warrant"). Each whole Warrant is exercisable into one Common Share at a price of $0.55 for a period of two years following the closing of the Private Placement.
The net proceeds of the Private Placement will be used to fund engineering and exploration activities at the Company's Eagle Mountain Gold project ("Eagle Mountain") in Guyana, South America and for general working capital.
It is anticipated that certain directors, officers and other insiders of the Company will acquire Units under the Private Placement. Such participation will be considered to be "related party transactions" within the meaning of TSX Venture Exchange ("TSXV") Policy 5.9 and Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101") 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 related parties, is expected to exceed 25% of the Company's market capitalization (as determined under MI 61-101).
The Company may pay finders' fees to certain finders in connection with the Private Placement. The Private Placement may close in multiple tranches and is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory approvals including the approval of the TSXV. All securities to be issued pursuant to the Private Placement will have a hold period of four months and one day from the date of closing of the Private Placement.
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. (www.goldsourcemines.com) 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.
Goldsource Mines Inc.
For Further Information:
Goldsource Mines Inc.
Contact: Steve Parsons, CEO
Telephone: +1 (604) 694-1760
Fax: +1 (604) 357-1313
Toll Free: 1-866-691-1760 (Canada & USA)
570 Granville Street, Suite 501
Vancouver, British Columbia V6C 3P1
CAUTIONARY STATEMENT AND FORWARD-LOOKING DISCLAIMER
This news release contains "forward-looking statements" within the meaning of Canadian securities legislation. Such forward-looking statements concern, without limitation, the closing of the Private Placement and the intended use of proceeds of the Private Placement. Such forward-looking statements or information are based on a number of assumptions, which may prove to be incorrect. Assumptions have been made regarding, among other things: conditions in general economic and financial markets; accuracy of assay results; reliability of the Company's mineral resource estimate; availability of mining equipment; availability of skilled labour; timing and amount of capital expenditures; performance of available laboratory and other related services; the impact of the COVID-19 pandemic on operations; availability of funds; and future operating costs. The actual results could differ materially from those anticipated in these forward-looking statements as a result of the risk factors including: the timing and content of work programs; the ultimate impact of the COVID-19 pandemic on operations and results, results of exploration activities and development of mineral properties; the interpretation of drilling results and other geological data; the uncertainties of resource estimations; receipt, maintenance and security of permits and mineral property titles; environmental and other regulatory risks; project costs overruns or unanticipated costs and expenses; delays in release of an updated mineral resource; availability of funds; and general market and industry conditions. Forward-looking statements are based on the expectations and opinions of the Company's management on the date the statements are made. The assumptions used in the preparation of such statements, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statements were made. The Company undertakes no obligation to update or revise any forward-looking statements included in this news release if these beliefs, estimates and opinions or other circumstances should change, except as otherwise required by applicable law.
Neither TSX-V nor its Regulation Services Provider (as that term is defined in policies of the TSX-V) accepts responsibility for the adequacy or accuracy of this release.
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