GOLDEN SHIELD ANNOUNCES $975K PRIVATE PLACEMENT

GOLDEN SHIELD ANNOUNCES $975K PRIVATE PLACEMENT

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VANCOUVER, BC, May 22, 2025 /CNW/ - Golden Shield Resources Inc. (CSE: GSRI) (FRA: 4LE0) (the "Company" or "Golden Shield") is pleased to announce that it intends to complete a non-brokered private placement (the "Offering") for total proceeds of up to $975,000, consisting of up to 6,500,000 common shares ("Shares")  of the Company at a price of $0.15 per Share.

The Company intends to use the net proceeds from the Offering for exploration expenditures at the Company's Marudi Mountain Property, as well as corporate and general working capital purposes.

Closing of the Offering is subject to certain customary conditions. The securities to be issued under the Offering will be offered by way of private placement in such provinces or territories of Canada and such other jurisdictions as may be determined by the Company, in each case, pursuant to applicable exemptions from the prospectus requirements under applicable securities laws. Securities issued under the Offering will be subject to a statutory hold period which will expire four months and one day from the date of closing of the Offering.

The securities subject to the Offering have not, nor will they be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons in the absence of U.S. registration or an applicable exemption from the U.S. registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in the United States or in any other jurisdiction in which such offer, solicitation or sale would be unlawful.

About Golden Shield

Golden Shield Resources controls the 5,457-hectare, Marudi Mountain Property located in the Rupununi District of southwestern Guyana.

Forward looking Statements

This news release contains certain "forward-looking information" within the meaning of applicable securities law. Forward-looking information is frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate" and other similar words, or statements that certain events or conditions "may" or "will" occur. In particular, forward-looking information in this press release includes, but is not limited to, statements with respect to the Company's ability to complete the Offering on the terms and on the proposed closing timeline announced or at all and the use of proceeds of the Offering. Although we believe that the expectations reflected in the forward-looking information are reasonable, there can be no assurance that such expectations will prove to be correct. We cannot guarantee future results, performance or achievements. Consequently, there is no representation that the actual results achieved will be the same, in whole or in part, as those set out in the forward-looking information.

Forward-looking information is based on the opinions and estimates of management at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those anticipated in the forward-looking information. Some of the risks and other factors that could cause the results to differ materially from those expressed in the forward-looking information include, but are not limited to: early stage of Company development; mineral titles; aboriginal claims and consultation; surface rights; operating hazards and risks; speculative nature of mineral exploration; permits and government regulations; environmental and safety regulations and risks; competitive conditions in the mining industry; social and environmental activism; uninsurable risks; infrastructure; property interests; limited operating history; reliance on management; conflict of interest; liability for actions of employees, contractors and consultants; breach of confidentiality; reporting issuer status; no operating revenue; negative operating cash flow; requirement of substantial capital expenditures; additional financing; going concern risk; insurance policies may not be sufficient to cover all claims; claims and legal proceedings; internal control systems; if the Company cannot raise additional equity financing, then it may lose some or all of its property interests; general inflationary pressures; price of Common Shares; volatility of publicly traded securities; dilution; dividends; tax issues; retaining key personnel; privacy, data protection, and information security concerns, and data collection and transfer restrictions and related domestic or foreign regulations; anti-money laundering, anti-terrorism financing, anti-corruption and economic sanctions laws; negative publicity and sharing of information through social media; failure to develop, maintain, and enhance the Company's brand; management of growth; mergers or other strategic transactions involving the Company's competitors or customers; protection of the Company's proprietary rights; infringement of intellectual property; credit risk; acquisition of other companies; negative operating cash flow; requiring additional capital to support growth; judgments or estimates relating to the Company's critical accounting policies; complying with laws and regulations affecting public companies; regulatory requirements; adverse economic and market conditions; changes in technology; natural disasters, public health crises, political crises, or other catastrophic or adverse events; general economic conditions in Canada, the United States and globally; unanticipated operating events; fluctuations in currency rates; geopolitical risks; the availability of capital on acceptable terms; human error; the influence of third party stakeholders; the Company's discretion over the use of proceeds from financings; the Company's inability to maintain the listing of the Common Shares on a stock exchange; certain securities that the Company may issue not being listed on a stock exchange; the Company's compliance with evolving corporate governance and public disclosure regulations; changes in tax laws; and other risks.

The forward-looking information contained in this news release is expressly qualified by this cautionary statement. We undertake no duty to update any of the forward-looking information to conform such information to actual results or to changes in our expectations except as otherwise required by applicable securities legislation. Readers are cautioned not to place undue reliance on forward-looking information.

Neither the Canadian Securities Exchange nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this release.

SOURCE Golden Shield Resources Inc.