Golden Shield Resources Inc. — M&A Activity 2020

Dec 17, 2020

GOLDBLOCK CAPITAL INC.

NEWS RELEASE GOLDBLOCK CAPITAL SIGNS LETTER OF INTENT TO ACQUIRE VIRGIN GOLD CORP.

December 16, 2020 - Goldblock Capital Corp (CSE:GBLK) (“ Goldblock ”) is pleased to announce that it has entered into an arm's-length non-binding letter of intent dated December 16, 2020, with Virgin Gold Corp. (“ Virgin ” or the “ Company ”), whereby Goldblock proposes to acquire all of the issued and outstanding securities of Virgin by way of a share exchange, amalgamation or such other form of business combination as the parties may determine.

Upon successful completion of the proposed acquisition of the securities of Virgin (the " Transaction "), it is anticipated that the Company will be listed on the Canadian Securities Exchange (“ CSE ”) and will carry on the business of Virgin.

Transaction Highlights:

 Goldblock will acquire all of the outstanding shares of Virgin and will focus on gold exploration in Guyana.

 The resulting Company will be led by Hilbert N Shields and Rory Harding, seasoned mining professionals with extensive experience in Guyana’s mining industry.

 The Company will be part of the Inventa Capital group of companies.

Transaction Summary

Pursuant to the Transaction, it is contemplated that Goldblock will consolidate its share capital on a two-for-one basis (the “ Consolidation ”), following which it will issue post-Consolidation common shares (the " GBLK Shares ") to the holders of common shares in the capital of Virgin (the " Virgin Shares ") on a one-for-one basis, which is expected to total approximately 15,000,000 post-consolidated GBLK Shares.

The Transaction is an arm's length transaction. Upon the completion of the Transaction, it is expected that Virgin will become a wholly owned subsidiary of Goldblock (the " Resulting Issuer ").

Currently GBLK has 12,000,000 GBLK Shares issued and outstanding. Following the Consolidation, and prior to closing of the Transaction, GBLK will have 6,000,000 shares outstanding.

The Transaction is subject to a number of terms and conditions, including, but not limited to, the parties entering into a definitive agreement with respect to the Transaction prior to July 31[st] 2021 (such agreement to include representations, warranties, conditions and covenants typical for a transaction of this nature), the completion of satisfactory due diligence investigations, and the

approval of the CSE and other applicable regulatory authorities. No finders’ fees are payable in connection with the Transaction. Goldblock will advance to Virgin a non-refundable deposit of C$175,000 in cash.

If completed, the Transaction will constitute a “Fundamental Change” pursuant to the policies of the CSE. However, there is no guarantee that the Transaction will close.

Further details concerning the Transaction (including additional financial and shareholder information regarding Virgin) and other matters will be announced when a definitive agreement is reached.

Information Concerning Virgin

Virgin is a privately held mining exploration company with its head office in Vancouver, British Columbia. There are no persons holding a controlling interest in Virgin.

Virgin’s mineral exploration activities are focused on underexplored regions of Guyana with an immediate strategy to assemble a portfolio of high-quality gold assets.

Virgin has identified the Guiana Shield in Guyana as a stand-out region for gold exploration and is in the process of acquiring several prospecting and mining permits.

Virgin believes gold in Guyana represent a unique opportunity for the following reasons:

• Guyana is home to several significant gold assets.

• The Guiana Shield is a region which has remained relatively under explored for gold.

• Natural resource development remains a top priority for the Guyanese government.

• Assets with mineral resources are identified at reasonable valuations.

The Company, through its wholly owned subsidiary Aurous Guyana Inc., has entered into a share purchase agreement to wholly acquire Romanex Guyana Exploration Ltd. and their 100% owned Marudi Mountain Property (“Marudi”) located in the Rupununi Mining District 6, of the Republic of Guyana.

Management and Board of Directors

Upon completion of the Transaction, it is expected that all the directors and officers of GBLK will resign and be replaced by nominees of Virgin. The following sets out the names and backgrounds of all persons who are expected to be appointed as officers and directors of the Resulting Issuer, with the addition of a CFO to be announced at a later date:

Hilbert Shields, CEO and Director . Hilbert is a geologist and entrepreneur who was the cofounder of, and served as, Chief Executive Officer of First Bauxite Corporation until August 2014. Hilbert, has over 35 years’ experience in the mineral exploration and mining industry, working with Noranda, Gulf Oil Minerals Group and the Ontario Geological Survey before joining Golden

Star Resources in 1986 where he was Vice-President, with responsibility for gold exploration in Guyana and Venezuela and diamond exploration worldwide. He managed the exploration of the Omai gold deposit in Guyana, from acquisition by Golden Star through to the completion of the feasibility study; he later became a Director of Omai Gold Mines Ltd.

Hilbert has been a Director of the Guyana Geology & Mines Commission and the Guyana Gold Board and is a currently the Vice-President of the Guyana Gold & Diamond Miners Association, sits on the Council of the Private Sector Commission of Guyana and is a Co-Chair of the Guyana Extractive industries Transparency Initiative. He holds a bachelor’s degree in Geology & Environment from Oxford Brooks University in the United Kingdom and a Master's degree in Geology from Mackay School of Mines University of Nevada. Hilbert is a dual Canadian and Guyanese citizen.

Rory Harding, VP Corporate Development . Rory is an experienced business development professional and originator. Until 2018 Rory was running a West African representative office for the London-based merchant bank and resource finance boutique, Strand Hanson. Rory now lives in Guyana where he continues to represent Strand Hanson for the Caribbean, as well as a number of multinational companies in a variety of industries. He has raised and introduced financing for businesses and developed projects in a variety of sectors, including manufacturing, energy, agriculture and mining. In 2011, Rory founded a mining services company, which until 2016, provided services to a listed gold producer. Rory has also been involved in a number of projects in petroleum infrastructure, power production and mining exploration. Rory has implemented business development for International Energy Trading Houses and has acted as the representative for two major Chinese state-owned enterprises, with infrastructure projects currently under development. Rory holds a BSc in BioSciences from the University of Exeter where he completed his research project with Shell Global in the production of biodiesel from microorganisms. Rory is a dual British and Guyanese citizen.

Jen Hanson, Corporate Secretary . Jen is a dedicated and versatile senior professional that brings more than 22 years of excellence in all aspects of human resource management, accounting, and corporate administration. For the last eight years, her focus has been on providing corporate secretary services and accounting services for several public and private companies.

About Goldblock

Goldblock has an option agreement to earn a 100% interest in the Copper Canyon property located 30 kilometres west of Merritt in south-central B.C., consisting of 7 claims totalling 2853.6 hectares, subject to a 1.5% Net Smelter Royalty, by making staged payments totalling $192,500 over three years and completing exploration expenditures totalling $450,000 over four years. The Company has paid a total of $117,500 to date and spent over $100,000, with an additional $75,000 cash payment to be made by April 25, 2021 and $350,000 to be spent by April 25, 2022 to complete the earn-in. On October 15, 2020, the Company announced that it had entered into

an option agreement with 2294253 Alberta Ltd., a private company based in Calgary, Alberta, providing for it to acquire a 75% interest in the Company’s Copper Canyon project. 2294253 Alberta Ltd. is required to pay to the Company a total of $245,000 in cash (of which $10,000 has been paid), issue a total of 1,300,000 common shares, and spend a total of $575,000 in qualified expenditures on the Copper Canyon property, all over a three-year period.

The current directors and officers of the Company consists of James Mustard, Chief Executive Officer & Director, Nizar Bharmal Chief Financial Officer & Director, Betty Anne E. Loy, Corporate Secretary, Azim Dhalla and Donald Gordon.

For further information please contact:

James Mustard

President & CEO, Director

Tel. (604) 418-9543

Completion of the Transaction is subject to a number of conditions, including but not limited to acceptance by the CSE. The Transaction cannot close until the required approvals are obtained, and the outstanding conditions satisfied. There can be no assurance that the Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the disclosure documents, to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of the Company should be considered highly speculative.

The Canadian Securities Exchange has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this press release.

This news release may contain certain “Forward-Looking Statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 and applicable Canadian securities laws. When or if used in this news release, the words “anticipate”, “believe”, “estimate”, “expect”, “target, “plan”, “forecast”, “may”, “schedule” and similar words or expressions identify forward-looking statements or information. These forward-looking statements or information may relate to proposed financing activity, regulatory or government requirements or approvals, the reliability of third-party information and other factors or information. Such statements represent the Company’s current views with respect to future events and are necessarily based upon a number of assumptions and estimates that, while considered reasonable by the Company, are inherently subject to significant business, economic, competitive, political and social risks, contingencies and uncertainties. Many factors, both known and unknown, could cause results, performance or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward-looking statements. The Company does not intend, and does not assume any obligation, to update these forward-looking statements or information to reflect changes in assumptions or changes in circumstances or any other events affecting such statements and information other than as required by applicable laws, rules and regulations.