Golden Star Capital Ventures Inc. Announces Proposed Qualifying Transaction

Executive Summary

• Golden Star Capital Ventures Inc. entered a non‑binding LOI to acquire Okanagan Insulation Services (2007) Ltd., a BC‑based construction and insulation business, for up to $4.5 million.
• The purchase price consists of $3.75 M cash (subject to adjustments) and $750 k in Golden Star common shares, issued over three dates with holdbacks, escrow, lock‑up and resale restrictions.
• To fund the transaction, Golden Star plans a concurrent financing of up to $2 M via private placements and a $2 M secured loan from the Royal Bank of Canada; both proceeds will be used for the acquisition and general working capital.

Key Details

• Target: Okanagan Insulation Services (2007) Ltd., residential/commercial insulation installer operating out of Kelowna, B.C.; >50‑year history.
• Purchase Price: Up to $4,500,000 total.
• Cash consideration: $3,750,000 (adjustable).
• Share consideration: $750,000 in Golden Star common shares:
  • $300,000 issued at closing,
  • $100,000 on the first anniversary of closing,
  • $350,000 on the second anniversary, priced using a 20‑day VWAP.
• Holdback: $375,000 retained for 15 months post‑closing for customary adjustments.
• Share Restrictions: Escrow and resale restrictions per TSX‑V policies; five‑year lock‑up on shares issued at closing with 1/5 released each year.
• Closing Timeline: Anticipated around June 30, 2026 (subject to definitive agreement and regulatory approvals).
• Financing Arrangements:
• Concurrent Financing: Up to $2 M via brokered or non‑brokered private placements of equity securities/subscription receipts; net proceeds earmarked for acquisition funding and working capital.
• Acquisition Loan: $2 M secured loan from Royal Bank of Canada.
• Regulatory/Shareholder Approvals: Transaction qualifies as a “Qualifying Transaction” under TSX‑V Policy 2.4; shareholder approval not expected but may be required for certain corporate matters. Trading in Golden Star shares remains halted pending TSX‑V review.
• Management Impact: No anticipated changes to Golden Star’s board or executive team; existing directors (David Redekop, Richard Stone, George Wang, Steve Vertes, Iris Duan) will remain.
• Future Disclosures: Additional press releases will provide the Target’s summary financials and detailed terms of the concurrent financing and loan.

Notable Quotes

“This transaction is a seminal moment in Golden Star’s strategy to purchase well‑established and cash‑flowing entities… with the hope of recognizing synergies and ultimately yielding income via dividends to our shareholders,” – David Redekop, CEO

The above information reflects material facts disclosed in the press release and is presented without forward‑looking statements or legal disclaimer language.