Golden Shield Announces C$6 Million Brokered Private Placement

Golden Shield Announces C$6 Million

Brokered Private Placement

THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES FOR

DISSEMINATION IN THE UNITED STATES

(GSRI:CSE)

VANCOUVER, June 9, 2022 /CNW/ - Golden Shield Resources Corp. (CSE: GSRI) (Frankfurt: 4LE0)

(“Golden Shield” or the “Company”) announced today that it has entered into an agreement with

Canaccord Genuity Corp. (the “Agent”), pursuant to which the Agent will act as agent for the Company on

a ‘best efforts’ agency basis in connection with a private placement of 10,909,090 units (the “Units”) of the

Company at a price of C$0.55 per Unit (the “Offering Price”) for gross proceeds to the Company of

C$6,000,000 (the “Offering”). Each Unit will consist 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 will entitle the holder thereof to purchase one Common

Share (a “Warrant Share”) at a price of C$1.00 for a period of 24 months following the closing date of the

Offering.

The Warrants will be subject to an accelerated expiry date, which comes into effect if the trading price of

the Company’s common shares on the Canadian Securities Exchange (the “CSE”) close at or above C$1.10

per common share for any five days over any period of seven consecutive trading days. If that event occurs,

the Company will give an expiry acceleration notice (“Notice”) to Warrant holders and the expiry date of

the Warrants will be deemed to be 21 days from the date of the Notice.

The Company has agreed to grant the Agent an option (the “Over-Allotment Option”) to sell up to an

additional 1,636,364 Units at the Offering Price, exercisable, in whole or in part, at any time up to 48 hours

prior to the closing of the Offering to cover over-allotments, if any. If the Over-Allotment Option is exercised

in full, an additional approximately C$900,000 in gross proceeds will be raised pursuant to the Offering and

the aggregate gross proceeds of the Offering will be approximately C$6,900,000.

The net proceeds from the Offering will be used to advance exploration, as well as for working capital and

general corporate purposes.

The Units will be offered for sale by way of private placement pursuant to applicable exemptions from the

prospectus requirements in all of the Provinces of Canada. The Agent will also be entitled to offer the Units

for sale in the United States pursuant to available exemptions from the registration requirements of the

United States Securities Act of 1933, as amended, and in those other jurisdictions outside of Canada and

the United States provided it is understood that no prospectus filing or comparable obligation arises in such

other jurisdiction.

The Offering is scheduled to close on or about June 28, 2022 and is subject to certain conditions including,

but not limited to, the receipt of all necessary approvals including the approval of the CSE.

The Company announces that, in light of the announcement of the Offering, it will no longer proceed with

the non-brokered private placement announced on June 1, 2022.

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

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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 and the expected closing date of

the Offering.

Forward-looking statements and forward-looking information relating to 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: the Company’s dependence on one mineral project; precious metals price

volatility; risks associated with the conduct of the Company’s mining activities in Mexico; 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 reso urces,

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; operating or technical difficulties in connection with mining or development activities; 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

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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 Inc.

For further information: and to sign-up to the mailing list, please contact:

Leo Hathaway

Executive Chair

Email: [email protected]

Telephone: +1 778-654-9665