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Gold Digger Closes First Tranche of Non-Brokered Private Placement

16.05.2024  |  Newsfile

Vancouver, May 16, 2024 - Gold Digger Resources Inc. (CSE: GDIG) (the "Company") is pleased to announce that it has closed the first tranche of its previously announced non-brokered private placement (the "Offering") for aggregate gross proceeds of $884,599.80 through the sale of 2,527,428 units of the Company ("Units") at a price of $0.35 per Unit.

Each Unit consists of one common share in capital of the Company (a "Common Share") and one-half of one Common Share purchase warrant (each whole warrant, a "Warrant"). Each Warrant entitles the holder thereof to purchase one Common Share at an exercise price of $0.50 for a period of 12 months from the date of issuance.

The Company paid the following finder's fees to certain finders in connection with the first tranche of the Offering: (i) an aggregate cash fee of $52,647.00; and (ii) an aggregate of 127,120 Common Share purchase warrants of the Company ("Finders Warrants"), with each Finders Warrant exercisable to acquire one Common Share at a price of $0.50 for a period of 12 months from the date of issuance.

The Company intends to use the net proceeds of the Offering for exploration expenditures and general working capital purposes.

In accordance with applicable securities laws, the securities offered pursuant to the Offering are subject to a statutory hold period of four months and a day from the date of issuance.

None of the securities sold under the Offering have been or will be registered under the U.S. Securities Act and will not be offered or sold in the United States, or to, or for the account or benefit of, U.S. persons or persons in the United States, absent registration or an applicable exemption from the registration requirements. This press 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 any State in which such offer, solicitation or sale would be unlawful.

Not for distribution to U.S. news wire services or dissemination in the United States.

About Gold Digger Resources Inc.

Gold Digger Resources Inc. is an early-stage mineral resource exploration company. The Company's material property is the Regnault Project, consisting of 71 contiguous mineral claims covering an area of approximately 3,678 Ha located north-northeast of Chibougamau in the Province of Québec. Additionally, the Company has entered into a share purchase agreement dated March 5, 2024 with Premium Uranium Corporation, each of its shareholders and UA92 (Pty) Ltd., pursuant to which the Company expects to acquire a mineral property comprised of several prospecting licenses in the Republic of Botswana. The acquisition is subject to customary closing conditions, including obtaining the applicable third party, corporate and regulatory approvals, as well as the satisfactory completion of due diligence by the Company.

Gold Digger Resources Inc.
Allan Bezanson, Chief Executive Officer and President
Email: allanbezanson@outlook.com
Telephone: (416) 427-4505

Neither the Canadian Securities Exchange nor its Market Regulator (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release.

Forward-Looking Information

This release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws. Forward-looking statements relate to future events or future performance and reflect the expectations or beliefs of management of the Company regarding future events. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as "intends" or "anticipates", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would" or "occur". This information and these statements, referred to herein as "forward‐looking statements", are not historical facts, are made as of the date of this news release and include without limitation, statements regarding discussions of future plans, estimates and forecasts and statements as to management's expectations and intentions with respect to, among other things: the intended use of proceeds raised under the Offering and the expectation for the Company to acquire a mineral property comprised of several prospecting licenses in the Republic of Botswana (the "Acquisition").

These forward‐looking statements involve numerous risks and uncertainties and actual results might differ materially from results suggested in any forward-looking statements. These risks and uncertainties include, among other things: unanticipated costs; changes in applicable regulations; market uncertainty; changes in the Company's business plans or other changes impacting the intended use of proceeds raised under the Offering; the failure of the Company to obtain the applicable regulatory, corporate and third party approvals required for the Acquisition; the failure of the closing conditions required for the Acquisition to be fulfilled or waived; and the risk that the definitive agreement for the Acquisition is terminated early.

In making the forward-looking statements in this news release, the Company has applied several material assumptions, including without limitation, that: the Company's business plans will remain the same; the Company will use the proceeds of the Offering as currently anticipated; that the Company will obtain the applicable regulatory, corporate and third party approvals required for the Acquisition; that all closing conditions required for the Acquisition will be fulfilled or waived; and that the Acquisition will be completed on the terms and conditions expected.

Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial out-look that are incorporated by reference herein, except in accordance with applicable securities laws.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/209448

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Gold Digger Resources Inc.

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