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VANCOUVER, BC, April 10, 2026 /CNW/ - 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.
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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 statements 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 of 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 assumptions 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 reasonable 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.
SOURCE Golden Shield Resources Inc.
Investor Relations: Email: ir@goldenshield.ca, Telephone: +1 604 252 2672
