Goldstorm Metals Announces Closing of $7,000,000 LIFE Offering

Goldstorm Metals Announces Closing of $7,000,000 LIFE Offering

Goldstorm Metals Corp. (TSXV: GSTM,OTC:GSTMF) (FSE: B2U) ("Goldstorm" or the "Company") is pleased to announce that it has closed its previously announced upsized non-brokered private placement (the "Offering") for aggregate gross proceeds of $7,000,000. In connection with the Offering, the Company issued (i) 5,991,600 units (the "HD Units") at a price of $0.20 per HD Unit; (ii) 11,673,666 flow through units (the "FT Units") at a price of $0.24 per FT Unit; and (iii) 9,677,420 charity flow through units (the "Charity FT Units") at a price of $0.31 per Charity FT Unit.

Each HD Unit is comprised of one common share of the Company (a "Common Share") and one-half of one Common Share purchase warrant (each whole warrant, a "Warrant"). Each Warrant entitles the holder thereof to purchase one Common Share at an exercise price of $0.30 per Common Share for a period of 36 months following the closing of the Offering.

Each FT Unit and Charity FT Unit is comprised of one Common Share and one-half of one Warrant both to be issued as a "flow-through share" within the meaning of subsection 66(15) of the Income Tax Act (Canada) (the "Tax Act").

The gross proceeds from the issue and sale of the FT Units and Charity FT Units will be used for Canadian exploration expenses as defined in paragraph (f) of the definition of "Canadian exploration expense" in subsection 66.1(6) of the Tax Act and "flow through mining expenditures" as defined in subsection 127(9) of the Tax Act that will qualify as "flow-through critical mineral mining expenditures" and "BC flow-through mining expenditures" as defined in subsection 4.721(1) of the Income Tax Act (British Columbia), which will be incurred on or before December 31, 2027 and renounced with an effective date no later than December 31, 2026 to the initial purchasers of FT Units and Charity FT Units. The net proceeds of the sale of HD Units are anticipated to be used for general and administrative working capital and other corporate purposes.

Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 Prospectus Exemptions ("NI 45-106"), the Offering was made to purchasers resident in all provinces of Canada, except Quebec, and in certain foreign jurisdictions, pursuant to the listed issuer financing exemption under Part 5A of NI 45-106 (the "Listed Issuer Financing Exemption"). The HD Units, FT Units and Charity FT Units offered under the Listed Issuer Financing Exemption are not subject to a hold period pursuant to applicable Canadian securities laws.

In connection with the Offering, the Company paid to certain finders a cash commission of $285,355 and issued 1,305,520 non-transferable finder warrants (the "Finder Warrants"). Each Finder Warrant entitles the holder to acquire one HD Unit at a price of $0.20 per HD Unit for a period of 36 months following the date of issuance. The Finder Warrants and HD Units issuable upon exercise of the Finder Warrants are subject to a statutory four-month hold period, pursuant to applicable Canadian securities laws.

A related party of the Company purchased an aggregate of 100,020 HD Units in the Offering. The issuance of such securities to this related party is considered to be a related party transaction within the meaning of TSX Venture Exchange ("TSXV") Policy 5.9 - Protection of Minority Security Holders in Special Transactions ("Policy 5.9") and Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). 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% of the Company's market capitalization.

The Offering is subject to the final approval of the TSXV.

This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful including any of the securities in the United States of America. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "1933 Act") or any state securities laws and may not be offered or sold within the United States or to, or for account or benefit of, U.S. Persons (as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is available.

About Goldstorm Metals

Goldstorm Metals Corp. is a precious and base metals exploration company with a large strategic land position in the Golden Triangle of British Columbia, an area that hosts some of the largest and highest- grade gold deposits in the world. Goldstorm's flagship projects, Crown and Electrum, cover an area that totals 16,469 hectares over 6 concessions, of which 5 are contiguous. The Crown Project is situated directly south of Seabridge Gold's KSM gold-copper deposits and Newmont Corporation's Brucejack/Valley of the Kings gold mine. Electrum, also located in the Golden Triangle of BC, is situated directly between Newmont Corporation's Brucejack Mine, approximately 20 kilometers to the north, and the past producing Silbak Premier mine, 20 kilometers to the south.

On Behalf of the Board of Directors

"Ken Konkin"
President and Chief Executive Officer

For further information, please contact:
Chris Curran, VP Investor Relations and Corporate Communications 
Telephone: 604-559-8092
Email: chris.curran@goldstormmetals.com

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.

This News Release contains forward-looking statements, which relate to future events. In some cases, you can identify forward-looking statements by terminology such as "will", "may", "should", "expects", "plans", or "anticipates" or the negative of these terms or other comparable terminology. All statements included herein, other than statements of historical fact, are forward-looking statements, including but not limited to: the receipt of TSXV final acceptance; the anticipated use of proceeds of the Offering; and the tax treatment of the FT Units and CFT Units. These statements are only predictions and involve known and unknown risks, uncertainties, and other factors that may cause the Company's actual results, level of activity, performance, or achievements to be materially different from any future results, levels of activity, performance, or achievements expressed or implied by these forward-looking statements. Such uncertainties and risks may include, among others, actual results of the Company's exploration activities being different than those expected by management, delays in obtaining or failure to obtain required government or other regulatory approvals, the ability to obtain adequate financing to conduct its planned exploration programs, inability to procure labour, equipment, and supplies in sufficient quantities and on a timely basis, equipment breakdown, and bad weather. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect the Company's current judgment regarding the direction of its business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions, or other future performance suggestions herein. Except as required by applicable law, the Company does not intend to update any forward-looking statements to conform these statements to actual results.

Not for distribution to U.S. newswire services or dissemination in the United States

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/295380

News Provided by TMX Newsfile via QuoteMedia

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