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Golden Share Announces Private Placement

Press Release

TORONTO, ONTARIO (December 12, 2022) – Golden Share Resources Corporation (“Golden Share” or the “Company”) (TSX-V: GSH) announced that it intends to raise up to an aggregate of $375,000 pursuant to the issuance and sale, on a non-brokered private placement basis, of: (i) up to 2,500,000 units of the Company (the “Units”), at a price of $0.05 per Unit, for gross proceeds of up to $125,000; and (ii) up to 5,000,000 flow-through shares (the “FT Shares”), at a price of $0.05 per FT Share, for gross proceeds of up to $250,000 (collectively, the “Private Placement”).

Each Unit will comprise one common share and one common share purchase warrant (each whole common share purchase warrant, a “Warrant”), with each Warrant being exercisable to acquire one common share of the Company at a price of $0.08 for a period of 12 months following the closing date of the Private Placement.

The proceeds of the Private Placement will be used by the Company for the exploration work at Ogoki and Kagiami Projects, and for working capital purposes. The proceeds derived from the sale of the FT Shares will be used for “Canadian exploration expenses” (within the meaning of the Income Tax Act (Canada)) in connection with the mineral exploration programs of the Company.

Certain insiders of the Company may participate in the Private Placement. Completion of the Private Placement is subject to the receipt of TSX Venture approval.

The Private Placement may be closed in one or more tranches. It is anticipated that an initial closing of the Private Placement will occur on or before December 22, 2022.

All of the securities issuable in connection with the Private Placement will be subject to a hold period expiring four months and one day after date of issuance.

The securities offered have not been registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from registration requirements. This release does not constitute an offer for sale of securities in the United States.

About Golden Share

Golden Share is a natural resource exploration company focused on Northern Ontario, Canada. The Company’s primary assets are the Ogoki Project (diamonds), and the Kagiami Project (base metals).

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