Mr. Frank Callaghan reports

GOLDEN CARIBOO - PRIVATE PLACEMENT AND SHARES FOR DEBT

Golden Cariboo Resources Ltd. has arranged a postconsolidation basis a non-brokered private placement of up to 20 million units, at a price of 10 cents per unit, for gross proceeds of $2-million. Each unit will consist of one common share and one-half share purchase warrant; each full warrant is exercisable for a period of five years from the closing at exercise prices as follows: 12 cents in year one, 14 cents in year two, 16 cents in year three, 18 cents in year four and 20 cents in year five.

The private placement is subject to Canadian Securities Exchange approval and all securities are subject to a four-month hold period. Finders' fees may be payable in connection with the private placement, all in accordance with the policies of the CSE. Proceeds will be used for property exploration and for general working capital.

The company has also entered into shares-for-debt settlement agreements with two non-arm's-length creditors and one arm's-length creditors pursuant to which the company agreed to issue to the creditors, and the creditors agreed to accept, on a postconsolidation basis, an aggregate of 4,232,503 units of the company at a price of 10 cents per unit in full and final settlement of accrued and outstanding indebtedness in the aggregate amount of $423,250 (the debt settlement).

Each unit consists of one common share in the capital of the company and one-half common share purchase warrant of the company. Each whole warrant entitles the holder to purchase one additional common share for a period of five years from the date of issue at exercise prices as follows: 12 cents in year one, 14 cents in year two, 16 cents in year three, 18 cents in year four and 20 cents in year five.

The units will be subject to a statutory hold period of four months from the date of issuance, in accordance with applicable policies of the Canadian Securities Exchange.

Multilateral Instrument 61-101

The issuance of the units to the non-arm's-length creditor will constitute a related party transaction as defined under Multilateral Instrument 61-101 -- Protection of Minority Securityholders in Special Transactions. The company is exempt from the requirements to obtain a formal valuation and minority shareholder approval in connection with the non-arm's-length creditor's participation in the debt settlement in reliance on sections 5.5(g) and 5.7(1)(e) of MI 61-101, which provide an exemption where certain financial hardship criteria set out in MI 61-101 are met .

The company's decision to rely on the financial hardship exemption was made upon the recommendation of the independent directors of the company, all of whom are unrelated to the non-arm's-length creditor, with respect to the merits of the debt settlement and the resulting approval of the settlement agreements by the board of directors of the company. The company did not file a material change report more than 21 days before the expected closing of the debt settlement as the details of the debt settlement and the participation therein by the non-arm's-length creditor were not settled until recently and the company wishes to close on an expedited basis for sound business reasons.

Early warning disclosure

In connection with the debt settlement, Frank Callaghan through Standard Drilling and Engineering Ltd., a company of which he is the sole shareholder, will acquire an aggregate of four million common shares at a price of 10 cents per common share and two million whole warrants, each exercisable to acquire one additional common share at at exercise prices as follows: 12 cents in year one, 14 cents in year two, 16 cents in year three, 18 cents in year four and 20 cents in year five. The acquisition requires disclosure pursuant to the early warning requirements of applicable securities laws. Mr. Callaghan is a director of the company.

Mr. Callaghan currently owns and exercises control or direction over an aggregate of 10,022,948 common shares and 1.6 million warrants representing approximately 23.02 per cent of the issued and outstanding common shares on a non-diluted basis and approximately 25.75 per cent of the issued and outstanding common shares on a partially diluted basis both pre and postconsolidation. Upon completion of the consolidation and debt settlement, Mr. Callaghan will own or exercise control or direction over a total of 7,340,983 common shares and 3.2 million, which will represent approximately 39.16 per cent of the issued and outstanding common shares on a non-diluted basis and approximately 46.41 per cent of the issued and outstanding common shares on a partially diluted basis. The private placement will effect the postconsolidation holdings.

Mr. Callaghan may from time to time and depending on market and other conditions and subject to the requirements of applicable securities laws, dispose or acquire additional common shares through market transactions, private agreements, treasury issuances, exercises of convertible securities, or otherwise, or may, subject to the requirements of applicable securities laws, sell all or some portion of the common shares he owns or controls, or may continue to hold the common shares.

This disclosure is being provided in accordance with National Instrument 62-103 -- The Early Warning System and Related Take-Over Bid and Insider Reporting Issues in connection with the filing of an early warning report by Mr. Callaghan in respect of the acquisition, which report will contain additional information with respect to the foregoing matters. A copy of the early warning report will be filed by Mr. Callaghan in accordance with applicable securities laws and will be available on the company's issuer profile on SEDAR+.

About Golden Cariboo Resources Ltd.

Golden Cariboo Resources is rediscovering the Cariboo gold rush by proceeding with high-grade targeted drilling and trenching programs on its Quesnelle gold quartz mine project which is almost fully encircled on three of four sides by Osisko Development. Historically, over 101 placer gold creeks on the 90 km trend from the Cariboo Hudson mine north to the Quesnelle gold quartz mine have recorded production in excess of 2.6 million ounces of gold up to 1933 and successful placer mining continues to this day.

Golden Cariboo's Quesnelle gold quartz mine property is four km northeast of, and road accessible from, Hixon in central British Columbia. The property includes the Quesnel quartz gold-silver deposit, which was discovered in 1865 in conjunction with placer mining activities and produced 2,048 tonnes grading 3.14 grams per tonne Au and 4.18 g/t Ag in 1932 and 1939, with an additional 217 tonnes of unknown grade reported in 1878. Hixon Creek, which dissects the Hixon gold claims, is a placer creek which has seen limited, small-scale placer production since the mid-1860s. From Ministry of Mines reports prior to 1945, estimates of up to $2-million worth of placer gold was mined from Hixon Creek.

We seek Safe Harbor.