GSRI.CN · 2026-04-10 12:00:00

Golden Shield Announces Closing of Final Follow on Tranche of Non-Brokered Private Placement Raising CAD $135,000

Financings Mergers & Acquisitions

Golden Shield Announces Closing of Final Follow on Tranche of Non-

Brokered Private Placement Raising CAD $135,000

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

States.

Vancouver, B.C. – April 10, 2026 – Golden Shield Resources Inc. (CSE: GSRI / OTCQB:

GSRFF / FRA: 4LE0) (the “Company” or “Golden Shield”) is pleased to announce that, further

to its news releases dated March 9, 2026, and April 7, 2026, it has closed its final follow on

tranche of its non-brokered private placement (the “Offering”) for gross proceeds of $135,000,

through the issuance of 540,000 units of the Company (the “Units”) at a price of $0.25 per Unit.

The aggregate proceeds of the Offering are gross proceeds of $2,135,000 through the issuance

of 8,540,000 Units.

Each Unit consists of one common share of the Company (a “Share”) and one common share

purchase warrant (a “Warrant”). Each Warrant entitles the holder to acquire one Share at an

exercise price of $0.35 per Share for a period of 12 months following closing, subject to an

acceleration clause. If the 5-day volume-weighted average trading price of the Shares as quoted

on the Canadian Securities Exchange (“CSE”) is equal to or greater than $0.40 at the close of

any trading day, then the Company may, at its option, accelerate the expiry date of the Warrants

by issuing a press release (a “Warrant Acceleration Press Release”) announcing that the

expiry date of the Warrants shall be deemed to be on the 30th day following the issuance of the

Warrant Acceleration Press Release (the “Accelerated Expiry Date”). All Warrants that remain

unexercised following the Accelerated Expiry Date shall immediately expire and all rights of

holders of such Warrants shall be terminated without any compensation to such holder.

In connection with the Offering and the news release dated April 7, 2026, no further finder’s fees

were paid.

The securities issued pursuant to and in connection with the Offering, including any securities of

the Company issuable upon exercise thereof, resulted in the issuance of more than 100% of the

current number of issued and outstanding common shares of the Company, which required

approval by shareholders of the Company (“Shareholders”) under Policy 4 of the Canadian

Securities Exchange (the “CSE”). In accordance with Section 4.6(1)(b) of Policy 4 of the CSE,

the Company received approval by written consent of Shareholders holding more than 50% of

the outstanding common shares of the Company as at April 2, 2026.

Golden Shield intends to use the net proceeds raised from the Offering to advance permitting at

the Company’s flagship Marudi Mountain Gold project, located in southern Guyana, for project

evaluations in South America and for general working capital.

The closing involved the issuance of an aggregate of 1,240,000 Units to directors of the

Company for gross proceeds of $310,000. Accordingly, the issuance of such securities

(collectively, the “Insider Participation”) constituted “related party transactions” within the

meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special

Transactions (“MI 61-101”). The Company was exempt from the requirements to obtain a formal

valuation and minority shareholder approval in connection with the Insider Participation in

reliance on sections 5.5(a) and 5.7(1)(a) of MI 61-101, as neither the fair market value of the

Insider Participation nor the securities issued in connection therewith exceeded 25% of the

Company's market capitalization.

All securities issued pursuant to the Offering will be subject to a four-month hold period in

accordance with applicable Canadian securities laws. There are no material facts or material

changes regarding the Company that have not been generally disclosed.

The securities described herein have not been and will not be registered under the United

States Securities Act of 1933, as amended, or any U.S. state securities laws, and may not be

offered or sold in the United States absent registration or available exemptions from such

registration requirements. This news release does not constitute an offer to sell or a solicitation

of an offer to buy any securities in the United States, or in any jurisdiction in which such offer,

solicitation or sale would be unlawful.

About Golden Shield

Golden Shield Resources in a mineral exploration company founded by experienced

professionals with extensive experience in South America, especially in gold and copper.

Connect with Golden Shield

To register for investor updates please visit https://goldenshield.ca

Investor Relations

Email: [email protected]

Telephone: +1 604 252 2672

This news release contains forward -looking statements and forward -looking information

(collectively, “forward-looking statements”) within the meaning of applicable securities laws. Any

statements that are contained in this news release that are not stateme nts of historical fact may

be deemed to be forward -looking statements. More particularly and without limitation, this news

release contains forward-looking statements concerning the Offering, the expected closing date

of the Offering and the intended use o f proceeds from the Offering. Forward -looking statements

are often identified by terms such as “may”, “could”, “should”, “anticipate”, “will”, “estimates”,

“believes”, “intends”, “expects” and similar expressions which are intended to identify forward -

looking statements. Forward -looking statements are inherently uncertain, and the actual

performance may be affected by a number of material factors, assumptions and expectations,

many of which are beyond the control of the Company. Readers are cautioned that a ssumptions

used in the preparation of any forward -looking statements may prove to be incorrect. Events or

circumstances may cause actual results to differ materially from those predicted as a result of

numerous known and unknown risks, uncertainties and other factors, many of which are beyond

the control of the Company. Readers are further cautioned not to place undue reliance on any

forward-looking statements, as such information, although considered re asonable by

management of the Company at the time of preparation, may prove to be incorrect and actual

results may differ materially from those anticipated.

The forward-looking statements contained in this news release are made as of the date of this

news release, and are expressly qualified by the foregoing cautionary statement. Except as

expressly required by securities law, the Company undertakes no obligation to update publicly or

to revise any of the included forward-looking statements, whether as a result of new information,

future events or otherwise.

The CSE has not reviewed, approved, or disapproved the contents of this press release.

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