Golden Shield Resources Inc. (CSE: GSRI) (FRA: 4LE0) is pleased to announce that it has closed its over-subscribed financing through the issuance of 6,596,333 common shares of the Company at a price of $0.15 per Share, for gross proceeds of $989,450. No finder’s fees were paid on the Financing.

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

Securities issued under the Offering are subject to a statutory hold period which will expire four months and one day from the date of closing of the Offering.

In connection with the Financing, insiders of the Company subscribed for 1,653,333 Shares and a former director subscribed for 24,000 Shares in a shares for debt exchange for an aggregate total of $248,000 of debt fulfilled.

Each subscription under the Financing by an insider is considered to be a “related party transaction” for purposes of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company did not file a material change report more than 21 days before the expected closing date of the Financing as the details of the Financing and the participation therein by the insiders were not settled until shortly prior to the closing of the Offering, and the Company wished to close the Financing on an expedited basis for sound business reasons. The Company relied on exemptions from the formal valuation and minority shareholder approval requirements available under MI 61-101. The Company is exempt from the formal valuation requirement in section 5.4 of MI 61-101 in reliance on section 5.5(b) of MI 61-101 as the Company is not listed or quoted on a “specified market” (as defined in MI 61-101). Additionally, the Company is exempt from the minority shareholder approval requirement in section 5.6 of MI 61-101 in reliance on section 5.7(1)(a) of MI 61-101 as the fair market value of the transaction, insofar as it involves the insiders, was not more than, and from the minority shareholder approval requirements of MI 61-101 by virtue of section 5.7(a) of MI 61-101, given the fair market value of the Insider Subscription did not exceed 25% of the Company’s market capitalization.

About Golden Shield

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