Mr. Frank Callaghan reports

GOLDEN CARIBOO -- SHARES FOR DEBT COMPLETED

Golden Cariboo Resources Ltd. has completed the shares for debt transaction announced on Jan 22, 2024. The debt settlement was with two non-arm's-length creditors and one arm's-length creditor. The company has issued to the creditors 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.

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 1, 14 cents in year 2, 16 cents in year 3, 18 cents in year 4 and 20 cents in year five.

The units are 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 exercise prices as follows: 12 cents in year 1, 14 cents in year 2, 16 cents in year 3, 18 cents in year 4 and 20 cents in year 5. The acquisition requires disclosure pursuant to the early warning requirements of applicable securities laws. Mr. Callaghan is the chief executive officer, president and a director of the company.

Mr. Callaghan currently owns and exercises control or direction over an aggregate of 3,340,981 common shares representing approximately 23.02 per cent of the issued and outstanding common shares on a non-diluted basis. Upon completion of the debt settlement, Mr. Callaghan will own or exercise control or direction over a total of 7,340,981 common shares and two million warrants, which will represent approximately 39.16 per cent of the issued and outstanding common shares on a non-diluted basis and approximately 45.03 per cent of the issued and outstanding common shares on a partially diluted basis.

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.

We seek Safe Harbor.