Golden Shield Announces Upsize and Repricing to Brokered Private Placement

Golden Shield Announces Upsize and Repricing to

Brokered Private Placement

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

DISSEMINATION IN THE UNITED STATES

(CSE:GSRI)

VANCOUVER, British Columbia, March 29, 2023 /CNW/ – Golden Shield Resources Inc. (CSE: GSRI)

(OTCQB: GSRFF) (Frankfurt: 4LE0) (“Golden Shield” or the “Company”) is pleased to announce that in

connection with the proposed private placement (the "Offering") announced on March 22, 2023, the

Company has entered into an amending agreement with Canaccord Genuity Corp. (the "Agent"), to

increase the size of the Offering from up to C$3.5 million to up to C$4.0 million and amend the price of the

units (the "Units") from C$0.175 per Unit to C$0.20 per Unit (the "Offering Price").

Each Unit will continue to 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 of the Company

(a "Warrant Share") for a period of 24 months following the closing date of the Offering. The exercise price

of the Warrants has been amended to C$0.30 for the 12 month period following the Closing Date (as

defined below) and to C$0.40 for the remaining term of the Warrants.

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.

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 outsid e

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 April 12, 2023 (the "Closing Date") and is subject to certain

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

Canadian Securities Exchange (the "CSE").

Completion of the Offering remains subject to the receipt of all necessary regulatory approvals, including

the approval of the CSE. The securities issued pursuant to the Offering will be subject to a four-month hold

period from the Closing Date.

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.

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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 gold and other

metals; no escalation in the severity of the COVID19 pandemic; 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 mineral exploration

activities in Guyana; regulatory, consent or permitting delays; risks relating to reliance on the Company's

management team and outside contractors; risks rega rding 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; the ability of the communities in which the

Company operates to manage and cope with the implications of COVID-19; the economic and financial

implications of COVID-19 to the Company; 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 of the Company; litigation risk; and the factors identified in the

Company's public disclosure documents available on www.sedar.com. Readers are cautioned against

attributing undue certainty to forward–looking statements or forward-looking information. Although the

Company 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. The Company

does not intend, and does not assume any obligation, to update these forward–looking statements or

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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:

Leo Hathaway

Executive Chairman

Email: [email protected]

Telephone: +1 778-654-9665