Vancouver, British Columbia – TheNewswire - March 6, 2024 – Gold Digger Resources Inc. (CSE:GDIG) ("Gold Digger" or the "Company") is pleased to announce that it has entered into a share purchase agreement dated March 5, 2024 (the “Agreement”) with Premium Uranium Corporation (“PURC”), each of the shareholders of PURC (the "Vendors"), and UA92 (Pty) Ltd. (“UA92”), a wholly-owned subsidiary of PURC. Pursuant to the Agreement, the Company will acquire all of the issued and outstanding shares of PURC (the “Purchased Shares”) and upon completion, PURC and UA92 will become wholly-owned subsidiaries of the Company (the “Acquisition”). UA92 is the holder of a mineral property comprised of several prospecting licenses in the Republic of Botswana.

Transaction Terms

In consideration for the Purchased Shares, the Company will issue an aggregate of 13,300,000 common shares of the Company to the Vendors (the “Consideration Shares”) at a deemed issue price of $0.40 per Consideration Share. The Consideration Shares will be subject to contractual resale restrictions in accordance with which one-sixth of the Consideration Shares will be released from lock-up every six  months over a thirty-six month period.

Additionally, in connection with closing of the Acquisition, each of the Vendors will enter into voting support agreements in accordance with which the Vendors will agree to approve the appointment of all directors of the Company nominated by management of the Company at any meeting of the shareholders of the Company within 12 months of closing of the Acquisition. Under the Agreement, in connection with closing of the Acquisition, PURC will have the right to appoint a director to the board of the Company for a period of 12 months thereafter.

The Acquisition is subject to customary closing conditions as set out in the Agreement, including obtaining the applicable third party, corporate and regulatory approvals, as well as the satisfactory completion of due diligence by the Company. Under the terms of the Agreement, the Acquisition must close prior to May 30, 2024.

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.

CONTACT INFORMATION
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 news release contains forward‐looking statements and forward‐looking information within the meaning of applicable securities laws. These statements relate to future events or future performance. All statements other than statements of historical fact may be forward‐looking statements or information. More particularly and without limitation, this news release contains forward‐looking statements and information relating to the closing of the Acquisition, the conditions to completing the Acquisition, timing and receipt of the applicable regulatory, corporate and third party approvals and other matters. The forward‐looking statements and information are based on certain key expectations and assumptions made by management of the Company. As a result, there can be no assurance that the proposed Acquisition or related matters will be completed as proposed or at all. Although management of the Company believes that the expectations and assumptions on which such forward-looking statements and information are based are reasonable, undue reliance should not be placed on the forward‐looking statements and information since no assurance can be given that they will prove to be correct.

Forward-looking statements and information are provided for the purpose of providing information about the current expectations and plans of management of the Company relating to the future. Readers are cautioned that reliance on such statements and information may not be appropriate for other purposes, such as making investment decisions. Since forward‐looking statements and information address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to, the Company's ability to complete the Acquisition as currently proposed or at all, the ability of the Company to complete its planned future activities and anticipated business plans, the ability of the Company to obtain sufficient financing to fund its business activities and plans, and the Company's ability to obtain the applicable regulatory, corporate and third party approvals of the Acquisition. Other factors may also adversely affect the future results or performance of the Company, including general economic, market or business conditions, changes in the financial markets and changes in laws, regulations and policies affecting the Company’s operations and the Company’s limited operating history. Accordingly, readers should not place undue reliance on the forward‐looking statements and information contained in this news release. Readers are cautioned that the foregoing list of factors is not exhaustive. The forward‐looking statements and information contained in this news release are made as of the date hereof and no undertaking is given to update publicly or revise any forward‐looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws. The forward-looking statements or information contained in this news release are expressly qualified by this cautionary statement.