Small Company Offering and Sale of Securities Without Registration (d)

Share Name	Share Symbol	Market	Type
Goldsource Mines Inc (QX)	USOTC:GXSFF	OTCMarkets	Common Stock

	Price Change	% Change	Share Price	Bid Price	Offer Price	High Price	Low Price	Open Price	Shares Traded	Last Trade
	-0.01111	-2.01%	0.541	0.5177	0.616	0.541	0.541	0.541	301	21:00:11

o NoneEntity Type

0001299865

Goldsource Mines Inc

x Corporation

o Limited Partnership

o Limited Liability Company

o General Partnership

o Business Trust

o Other

Name of Issuer

Goldsource Mines Inc.

Jurisdiction of Incorporation/OrganizationBRITISH COLUMBIA, CANADA

Year of Incorporation/Organization
	x	Over Five Years Ago
	o	Within Last Five Years (Specify Year)
	o	Yet to Be Formed

2. Principal Place of Business and Contact Information
Name of Issuer
Goldsource Mines Inc.

Street Address 1		Street Address 2
SUITE 501, 570 GRANVILLE STREET

City	State/Province/Country	ZIP/Postal Code	Phone No. of Issuer
VANCOUVER	BRITISH COLUMBIA, CANADA	V6C 3P1	(604) 694-1760

3. Related Persons

Last Name	First Name	Middle Name
Tsitos	Ioannis

Street Address 1	Street Address 2
Suite 501, 570 Granville Street

City	State/Province/Country	ZIP/Postal Code
Vancouver	BRITISH COLUMBIA, CANADA	V6C 3P1

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Last Name	First Name	Middle Name
Fier	Nathan	Eric

Street Address 1	Street Address 2
Suite 501, 570 Granville Street

City	State/Province/Country	ZIP/Postal Code
Vancouver	BRITISH COLUMBIA, CANADA	V6C 3P1

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Last Name	First Name	Middle Name
Hodaly	Haytham

Street Address 1	Street Address 2
Suite 501, 570 Granville Street

City	State/Province/Country	ZIP/Postal Code
Vancouver	BRITISH COLUMBIA, CANADA	V6C 3P1

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Last Name	First Name	Middle Name
Thody	Graham	C.

Street Address 1	Street Address 2
Suite 501, 570 Granville Street

City	State/Province/Country	ZIP/Postal Code
Vancouver	BRITISH COLUMBIA, CANADA	V6C 3P1

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Last Name	First Name	Middle Name
Poznanski	Bernard

Street Address 1	Street Address 2
885 W. Georgia Street, 19th Floor

City	State/Province/Country	ZIP/Postal Code
Vancouver	BRITISH COLUMBIA, CANADA	V6C 3H4

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Last Name	First Name	Middle Name
Parsons	Steve

Street Address 1	Street Address 2
Suite 501, 570 Granville Street

City	State/Province/Country	ZIP/Postal Code
Vancouver	BRITISH COLUMBIA, CANADA	V6C 3P1

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Last Name	First Name	Middle Name
Anwyll	Drew

Street Address 1	Street Address 2
Suite 501, 570 Granville Street

City	State/Province/Country	ZIP/Postal Code
Vancouver	BRITISH COLUMBIA, CANADA	V6C 3P1

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

4. Industry Group

o	Agriculture			Health Care		o	Retailing
	Banking & Financial Services			o	Biotechnology	o	Restaurants
	o	Commercial Banking		o	Health Insurance		Technology
	o	Insurance		o	Hospitals & Physicians		o	Computers
	o	Investing		o	Pharmaceuticals		o	Telecommunications
	o	Investment Banking		o	Other Health Care		o	Other Technology
	o	Pooled Investment Fund					Travel
	o	Other Banking & Financial Services	o	Manufacturing			o	Airlines & Airports
				Real Estate			o	Lodging & Conventions
				o	Commercial		o	Tourism & Travel Services
				o	Construction		o	Other Travel
				o	REITS & Finance	x	Other
				o	Residential
				o	Other Real Estate
o	Business Services
	Energy
	o	Coal Mining
	o	Electric Utilities
	o	Energy Conservation
	o	Environmental Services
	o	Oil & Gas
	o	Other Energy

5. Issuer Size

Revenue Range		Aggregate Net Asset Value Range
o	No Revenues	o	No Aggregate Net Asset Value
o	$1 - $1,000,000	o	$1 - $5,000,000
o	$1,000,001 - $5,000,000	o	$5,000,001 - $25,000,000
o	$5,000,001 - $25,000,000	o	$25,000,001 - $50,000,000
o	$25,000,001 - $100,000,000	o	$50,000,001 - $100,000,000
o	Over $100,000,000	o	Over $100,000,000
x	Decline to Disclose	o	Decline to Disclose
o	Not Applicable	o	Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

o	Rule 504(b)(1) (not (i), (ii) or (iii))	o	Rule 505
o	Rule 504 (b)(1)(i)	x	Rule 506(b)
o	Rule 504 (b)(1)(ii)	o	Rule 506(c)
o	Rule 504 (b)(1)(iii)	o	Securities Act Section 4(a)(5)
		o	Investment Company Act Section 3(c)

7. Type of Filing

New Notice

Date of First Sale

2021-05-20

First Sale Yet to Occur

Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year?

Yes

9. Type(s) of Securities Offered (select all that apply)

o	Pooled Investment Fund Interests	x	Equity
o	Tenant-in-Common Securities	o	Debt
o	Mineral Property Securities	x	Option, Warrant or Other Right to Acquire Another Security
x	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security	x	Other (describe)
			Offering is for units; each unit = 1 common share and 1/2 common share purchase warrant; each whole warrant is exercisable at Cdn$0.14 for 24 months following closing.

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?	o	Yes	x	No

Clarification of Response (if Necessary)

11. Minimum Investment

Minimum investment accepted from any outside investor

$ 0 USD

12. Sales Compensation

Recipient			Recipient CRD Number	x	None
Cormark Securities Inc.
(Associated) Broker or Dealer	o	None	(Associated) Broker or Dealer CRD Number	o	None
Cormark Securities (USA) Limited			101000
Street Address 1			Street Address 2
200 Bay Street, Suite 1800			Royal Bank Plaza, North Tower

City	State/Province/Country	ZIP/Postal Code
Toronto	ONTARIO, CANADA	M5J 2J2

State(s) of Solicitation	o	All States	o	Foreign/Non-US
CALIFORNIA CONNECTICUT NEW YORK

Recipient			Recipient CRD Number	x	None
Sprott Capital Partners LP
(Associated) Broker or Dealer	o	None	(Associated) Broker or Dealer CRD Number	o	None
Sprott Global Resource Investments Ltd.			35878
Street Address 1			Street Address 2
200 Bay Street, Suite 2600			Royal Bank Plaza, South Tower

City	State/Province/Country	ZIP/Postal Code
Toronto	ONTARIO, CANADA	M5J 2J2

State(s) of Solicitation	o	All States	o	Foreign/Non-US
CALIFORNIA CONNECTICUT NEW YORK

13. Offering and Sales Amounts

Total Offering Amount	$ 7759752 USD	o Indefinite
Total Amount Sold	$ 4742070 USD
Total Remaining to be Sold	$ 3017682 USD	o Indefinite

Clarification of Response (if Necessary)

14. Investors

o	Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, Number of such non-accredited investors who already have invested in the offering
	Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:	5

15. Sales Commissions & Finders’ Fees Expenses

Provide separately the amounts of sales commissions and finders' fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$ 284524 USD	o	Estimate
Finders' Fees	$ 0 USD	o	Estimate

Clarification of Response (if Necessary)

In addition to the cash commission, the agents received 1,561,003 broker warrants exercisable at C$0.11 for two years.

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$ 0 USD