Mr. Graydon Kowal reports

GUARDIAN EXPLORATION ANNOUNCES PROPOSED ACQUISITION OF SAUDI ARABIAN MINING COMPANY

Guardian Exploration Inc. has entered into a non-binding letter of intent to acquire all of the shares of Site Exploration Mining Company (SEMC), a Saudi Arabian mining company, from its shareholders.

SEMC holds mineral exploration licences for five prospects covering 328 square kilometres and rights to an additional 30 mineral prospects covering an additional 2,909 square kilometres in various stages of licence application and approval. These licence areas are predominantly prospective for gold, base metals and battery metals.

"We have been reviewing prospects around the world for years and have finally located what we believe to be excellent prospects in a jurisdiction that encourages mining development," said Graydon Kowal, president and chief executive officer of Guardian. "We look forward to the successful completion of due diligence, to closing the transaction early in 2024 and to initiating our work program in Saudia Arabia."

SEMC and the vendors are at arm's length to Guardian. Upon closing, it is intended that the SEMC team, including its two founders, would enter into technical services and support agreements pursuant to which they would continue to work with SEMC on the projects in Saudi Arabia.

In exchange for the shares of SEMC, Guardian proposes to pay to the vendors an aggregate of $300,000 in cash and 15 million common shares in the share capital of Guardian. Additionally, Guardian will pay to the Vendors 500,000 Guardian shares and $50,000 for each additional licence granted to SEMC for the prospects over the next five years following closing for a maximum contingent consideration of up to 15 million Guardian shares and $1.5-million.

The LOI gives Guardian the option, subject to the approval of the TSX Venture Exchange, to pay up to 70 per cent of the contingent cash consideration using Guardian shares at a deemed share value based on the volume-weighted average trading price (VWAP) of the Guardian shares on the TSX-V for 30 days prior to issue.

Guardian would have its choice as to which prospects it chooses to present for licensing approval, provided it will only be able to reject up to four prospects. The vendors would be granted an option to purchase declined prospectus at a price of $1 for each declined prospect.

The LOI provides that Guardian will provide financing to SEMC sufficient to finance SEMC's Q1 and Q2 2024 work program and other operating expenses of SEMC. The amount to be provided will be confirmed by the parties after due diligence and will be a minimum of $125,000.

The proposed transaction is subject to a number of conditions, including the satisfactory completion of Guardian's due diligence and financing raised by Guardian of at least $500,000. The LOI will terminate on March 30, 2023, unless extended by the parties by mutual consent.

The acquisition will be subject to the approval of the TSX-V.

About Guardian Exploration Inc.

Guardian is a TSX-V-listed company in the business of oil and gas as well as mineral exploration and development. Guardian's first prospect is the Mount Cameron property, located in the Yukon's Mayo mining district. Guardian also holds mineral claims located on southern Dall Island, southeast Alaska, United States, known as the Kaigani claims, which it acquired in February, 2022.

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