Mr. Allan Bezanson reports

GOLD DIGGER RESOURCES INC. ENTERS INTO AGREEMENT TO ACQUIRE PREMIUM URANIUM CORPORATION

Gold Digger Resources Inc. has entered into a share purchase agreement dated March 5, 2024, with Premium Uranium Corp. (PURC), each of the shareholders of PURC (the vendors) and UA92 Pty. Ltd., a wholly owned subsidiary of PURC. Pursuant to the agreement, the company will acquire all of the issued and outstanding shares of PURC and upon completion, PURC and UA92 will become wholly owned subsidiaries of the company. UA92 is the holder of a mineral property comprising several prospecting licences in the Republic of Botswana.

Transaction terms

In consideration for the purchased shares, the company will issue an aggregate of 13.3 million common shares of the company to the vendors at a deemed issue price of 40 cents 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 36-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 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 hectares located north-northeast of Chibougamau in the province of Quebec.

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