Mr. Allan Bezanson reports

GOLD DIGGER RESOURCES INC. ANNOUNCES UPDATE REGARDING AGREEMENT TO ACQUIRE PREMIUM URANIUM CORPORATION

Further to Gold Digger Resources Inc.'s news release dated March 6, 2024, it has entered into an amending agreement to the share purchase agreement dated March 6, 2024 (the SPA), with Premium Uranium Corp. (PURC), each of the shareholders of PURC (the vendors) and UA92 Pty. Ltd., a wholly owned subsidiary of PURC. The amending agreement extends the deadline by which the parties to the SPA must close the acquisition (as defined below) to July 31, 2024.

Transaction terms

Pursuant to the SPA, 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. The acquisition is an arm's-length transaction. PURC exists under the laws of Canada and UA92 exists under the laws of the Republic of Botswana.

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 the 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 nominated by management of the company at any shareholders meeting held within 12 months of closing. Further, upon closing, PURC will have the right to appoint one director to represent 20 per cent of the directors of the company for a period of 12 months from closing.

About the UA92 project

The UA92 project is a uranium project consisting of seven prospecting licences totalling approximately 4,828 square kilometres located in central Botswana. The UA92 project is accessible through the towns of Orapa and Francistown and can be operated year-round without seasonal influence.

Geologically, the targeted uranium mineralization at the UA92 project is hosted within shallow, flat- to shallow-dipping sedimentary rocks of the Karoo supergroup. These Permian- to Jurassic-aged sediments were deposited in a shallow, broad, westerly dipping basin, generated during rifting of the African continent.

Mineralization typically occurs as stratabound and disseminated pitchblende and coffinite in permeable sandstone as a result of oxidized fluids intersecting reduced basin lithologies. Deposit styles can be subdivided into roll-front, tabular, basal channel and tectonic-lithological type. Uranium can be recovered using conventional hydrometallurgical techniques through either acid or alkaline leaching.

Listing statement and shareholder approval

The Canadian Securities Exchange considers the acquisition to be a fundamental change under Policy 8. In addition to customary closing conditions as set out in the SPA, including, without limitation, obtaining the applicable third party, corporate and regulatory approvals, as well as the satisfactory completion of due diligence by the company, completion of the acquisition is subject to the following:

• The company filing a CSE Form 2A listing statement providing comprehensive disclosure in respect of the company on a postacquisition basis;
• Approval of the CSE;
• Approval of the shareholders of the company. The company intends to obtain such approval by way of written consent of a majority of the shareholders of the company.

Officers and directors

Upon completion of the acquisition, it is anticipated that the board of directors of the company will consist of the existing directors of the company and one nominee of PURC, who will initially be Arnold Brand. Management of the company is anticipated to otherwise remain unchanged.

Mr. Brand is a Namibian entrepreneur with 14 years of experience working on major construction and mining projects throughout Africa. Mr. Brand is an experienced commodity trader/broker with over $1-billion in trades. Mr. Brand has been involved in numerous public transactions and company financings worth more than $200-million. He has negotiated uranium offtake agreements on behalf of Soupamine with utilities providers around the world. Mr. Brand has generated over $500-million for shareholders in taking private companies public and has held various important roles in several companies over his career, including chief executive officer, chief operating officer, director and project manager.

A subsequent news release will be disseminated upon completion of the acquisition.

About Gold Digger Resources Inc.

Gold Digger Resources is an early-stage mineral resource exploration company. The company's material property is currently 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.

Technical information

Technical information contained in this news release has been reviewed by Rory Kutluoglu, PGeo, a qualified person as defined by National Instrument 43-101 -- Standards of Disclosure for Mineral Projects.

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