Gotham Resource Corp. Completes Initial Public Offering

45863|6437304_2

GOTHAM RESOURCE CORP.

2500 – 700 West Georgia Street

Vancouver, B.C. V7Y 1B3

Telephone: (604) 363-7742

NEWS RELEASE

GOTHAM RESOURCE CORP. COMPLETES INITIAL PUBLIC OFFERING

August 16, 202 1 – Gotham Resource Corp. (the “ Corporation”), a capi tal pool company, (TSX -V:

GHM.P) is pleased to announce that it has completed its initial public offering (the " Initial Public

Offering") of common shares (" Common Shares ") of the Corporation through its agent, Haywood

Securities Inc. (the "Agent"). The Corporation issued 4,000,000 Common Shares at a price of $0.10 pe r

share for gross proceeds of $400,000.

Following completion of the Initial Public Offering, the Corporation has 16,250,000 Common Shares issued

and outstanding, of which 10,000,000 are subject to escrow in accordance with the policies of the TSX

Venture Exchange (the “ Exchange”) and 2,250,000 are subject to voluntary pooling restrictions. The

Corporation has an aggregate of 1,625,000 stock options outstanding, all of which have been granted to

directors of the Corporation, with each such option exercisable to acquire one Common Share at a price of

$0.10 until August 16, 2031.

In connection with the Initial Public Offering, t he Agent received a cash c ommission of $32,000 equal to

8% of the gross proceeds of the Initial Public Offering. The Corporation also granted warrants to the Agent

and its selling agents entitling the holders to purchase up to an aggregate of 320,000 Common Shares at a

price of $0.10 per Common Share until August 16, 2023, being 24 months from the listing of the Common

Shares on the Exchange, subject to acceleration at the option of the Corporation in the even t that the 10-

day volume weighted average trading price of the Common Shares as traded on the Exchange exceeds $0.50

for a period of 10 consecutive days. In addition, the Agent was paid a corporate finance fee of $15,000 plus

applicable taxes and disbursements in connection with the Initial Public Offering.

The board of directors of the Corporation consists of Chase Taylor-Robins, James Paterson, Jay Sujir and

John Robins. Mr. Taylor-Robins also acts as CEO of the Corporation and Mr. Paterson act s as CFO and

Corporate Secretary of the Corporation.

The Common Shares of the Corporation were listed on the Exchange at market open on August 16, 2021

and halted pending completion of the Initial Public Offering. The Corporation expects its Common Shares

to resume trading under the symbol GHM.P on August 18, 2021.

The net proceeds of the Initial Public Offering, together with the proceeds from prior sales of Common

Shares, will be used by the Corporation to identify and evaluate assets or businesses for acquisition with a

view to completing a "Qualifying Transaction" under the capital pool company program pursuant to Policy

2.4 of the Exchange, pursuant to which the Corporation has 24 months to identify a nd close a Qualifying

Transaction. Investors are cautioned that trading in the securities of a capital pool company should be

considered highly speculative.

FOR FURTHER INFORMATION PLEASE CONTACT:

Chase Taylor-Robins, CEO of Gotham Resource Corp.

Telephone: (604) 764-7093

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the

policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

- 2 -

45863|6437304_2

This news release c ontains certain statements that may be deemed “forward -looking statements” with

respect to the Corporation within the meaning of applicable securities laws, which reflect the expectations

of management regarding the Corporation’s listing of its common shar es on the TSX Venture Exchange.

Forward-looking statements are statements that are not historical facts and are generally, but not always,

identified by the words “expects”, “plans”, “anticipates”, “believes”, “intends”, “estimates”, “projects”,

“potential” and similar expressions, or that events or conditions “will”, “would”, “may”, “could” or

“should” occur. Although the Corporation believes the expectations expressed in such forward -looking

statements are based on reasonable assumptions, such statements are not guarantees of future

performance, are subject to risks and uncertainties, and actual results or realities may differ materially

from those in the forward -looking statements. Forward -looking statements are based on the reasonable

beliefs, estimates and opinions of the Corporation’s management on the date the statements are made.

Except as required by law, the Corporation undertakes no obligation to update these forward -looking

statements in the event that management’s beliefs, estimates or opinions, or other factors, should change.