Golden Shield Closes $4.6M Brokered Private Placement

/THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES FOR DISSEMINATION IN THE UNITED STATES/

(GSRI:CSE)

VANCOUVER, BC, April 18, 2023 /CNW/ - Golden Shield Resources Corp. (CSE: GSRI) (Frankfurt: 4LE0) ("Golden Shield" or the "Company") is pleased to announce that it has closed the brokered private placement originally announced on March 22, 2023 (the "Offering").

Pursuant to the Offering, the Company issued a total of 23,000,000 units (the "Units") of the Company at a price of $0.20 per Unit for gross proceeds to the Company of $4,600,000, which includes the full exercise of the Agent's over-allotment option. Each Unit consists of one common share in the capital of the Company (a "Common Share") and one-half of one Common Share purchase warrant (each whole Common Share purchase warrant, a "Warrant"). Each Warrant entitles the holder thereof to purchase one Common Share of the Company (a "Warrant Share") for a period of 24 months following the closing date of the Offering, at an exercise price of $0.30 for the 12 month period following the closing date, after which time the exercise price will increase to$0.40 for the remaining term of the Warrants.

"On behalf of the board, I am pleased to report the closing of an oversubscribed financing and thank the finance community for their support. We must also acknowledge our appreciation of our long term shareholders who continue to support us and welcome a number of new investors. We look forward to sharing our upcoming exploration plans over the coming weeks," stated Leo Hathaway, Executive Chair of the Company.

Canaccord Genuity Corp. (the "Agent") acted as agent for the Company on a 'best efforts' agency basis in connection with the Offering. In consideration for the services provided by the Agent in connection with the Offering, on closing the Company paid to the Agent a cash commission equal to 7% of the gross proceeds of the Offering (other than in respect of sales to purchasers on the President's List, for which the Commission was reduced to 4%) and issued broker warrants of the Company (the "Broker Warrants") to the Agent, exercisable for a period of 24 months following the closing date of the Offering, to acquire that number of common shares in the capital of the Company (each a "Broker Warrant Share") which is equal to 7% of the number of Units sold under the Offering (other than in respect of sales to purchasers on the President's List, for which the number of broker warrants was reduced to 4%). Each Broker Warrant entitles the holder thereof to acquire one Broker Warrant Share for a period of 24 months from the closing date of the Offering, at an exercise price of C$0.30 until the date which is 12 months following the closing date of the Offering, after which time the exercise price will increase to $0.40 for the remaining term of the Broker Warrants.

The securities issued pursuant to the Offering have a hold period of four months and one day from closing, expiring on August 19, 2023.

The net proceeds of the Offering will be used for exploration of the Company's flagship Marudi property, including diamond drilling, aircore drilling, trenching, pitting, hand augering, mapping and sampling, and for general working capital of the Company.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended (the "1933 Act") or under any U.S. state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act, as amended, and applicable state securities laws.

About Golden Shield

Golden Shield Resources was founded by experienced professionals who are convinced that there are many more gold mines yet to be found in Guyana. The company is well-financed and has three wholly controlled gold projects: Marudi Mountain, Arakaka and Fish Creek. Golden Shield continues to evaluate other gold opportunities in Guyana.

SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS

This news release includes certain "Forward?Looking Statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995 and "forward?looking information" under applicable Canadian securities laws. When used in this news release, the words "anticipate", "believe", "estimate", "expect", "target", "plan", "forecast", "may", "would", "could", "schedule" and similar words or expressions, identify forward?looking statements or information. These forward?looking statements or information relate to, among other things: the intended use of proceeds from the Offering.

Forward?looking statements and forward?looking information relating to the Offering; the use of the proceeds from the Offering; any future mineral production, liquidity, enhanced value and capital markets profile of Golden Shield, future growth potential for Golden Shield and its business, and future exploration plans are based on management's reasonable assumptions, estimates, expectations, analyses and opinions, which are based on management's experience and perception of trends, current conditions and expected developments, and other factors that management believes are relevant and reasonable in the circumstances, but which may prove to be incorrect. Assumptions have been made regarding, among other things, the price of silver, gold and other metals; costs of exploration and development; the estimated costs of development of exploration projects; Golden Shield's ability to operate in a safe and effective manner and its ability to obtain financing on reasonable terms.

These statements reflect Golden Shield's respective current views with respect to future events and are necessarily based upon a number of other assumptions and estimates that, while considered reasonable by management, are inherently subject to significant business, economic, competitive, political and social uncertainties and contingencies. Many factors, both known and unknown, could cause actual results, performance or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward?looking statements or forward-looking information and Golden Shield has made assumptions and estimates based on or related to many of these factors. Such factors include, without limitation: precious metals price volatility; risks associated with the conduct of the Company's exploration activities in Guyana; regulatory, consent or permitting delays; risks relating to reliance on the Company's management team and outside contractors; risks regarding mineral resources and reserves; the Company's inability to obtain insurance to cover all risks, on a commercially reasonable basis or at all; currency fluctuations; risks regarding the failure to generate sufficient cash flow from operations; risks relating to project financing and equity issuances; risks and unknowns inherent in all mining projects, including the inaccuracy of reserves and resources, metallurgical recoveries and capital and operating costs of such projects; contests over title to properties, particularly title to undeveloped properties; laws and regulations governing the environment, health and safety; employee relations, labour unrest or unavailability; the Company's interactions with surrounding communities and artisanal miners; the Company's ability to successfully integrate acquired assets; the speculative nature of exploration and development, including the risks of diminishing quantities or grades of reserves; stock market volatility; conflicts of interest among certain directors and officers; lack of liquidity for shareholders of the Company; litigation risk; and the factors identified under the caption "Risk Factors" in Golden Shield's management discussion and analysis. Readers are cautioned against attributing undue certainty to forward?looking statements or forward-looking information. Although Golden Shield has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be anticipated, estimated or intended. Golden Shield does not intend, and does not assume any obligation, to update these forward?looking statements or forward-looking information to reflect changes in assumptions or changes in circumstances or any other events affecting such statements or information, other than as required by applicable law.

SOURCE Golden Shield Resources