Vancouver, British Columbia--(Newsfile Corp. - May 2, 2024) - Gold Digger Resources Inc. (CSE: GDIG) (the "Company") is pleased to announce a non-brokered private placement (the "Offering") of units of the Company ("Units") at a price of $0.35 per Unit, for aggregate gross proceeds of up to $1,500,000.

Each Unit will consist 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 will entitle 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 securities offered pursuant to the Offering will be subject to a statutory hold period of four months and a day from the date of issuance. The Company may pay the following finder's fees in connection with the Offering: (i) a cash fee equal to 7% of the gross proceeds raised under the Offering from subscribers introduced to the Company by the applicable finder; and (ii) Common Share purchase warrants of the Company ("Finders Warrants") equal to 7% of the number of Units issued under the Offering from subscribers introduced to the Company by the applicable finder, 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 Offering remains subject to regulatory approval and the approval of the Canadian Securities Exchange.

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

The securities being offered have not been and will not be registered under the U.S. Securities Act and may 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.

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 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 completion of the Offering, the anticipated proceeds to be raised under the Offering; the intended use of proceeds raised under the Offering; and the potential payment of finder's fees in connection with the Offering.

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: delays in obtaining or failure to obtain the required regulatory approvals for the Offering; market uncertainty; the inability of the Company to complete the Offering on the terms disclosed, or at all; the inability of the Company to raise the anticipated proceeds under the Offering; and changes in the Company's business plans impacting the intended use of proceeds raised under the Offering.

In making the forward-looking statements in this news release, the Company has applied several material assumptions, including without limitation, that: the Company will obtain the required regulatory approvals for the Offering; the Company will be able to complete the Offering on the terms disclosed; the Company will be able to raise the anticipated proceeds under the Offering; and the Company will use the proceeds of the Offering as currently anticipated.

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/207812