Mr. Frank Callaghan reports

GOLDEN CARIBOO ANNOUNCES SHAREHOLDER APPROVAL TO PROCEED WITH PRIVATE PLACEMENT

Further to its news release of Jan. 22, 2024, the non-brokered private placement of units of Golden Cariboo Resources Ltd. requires shareholder approval, as the number of units issuable in the offering will constitute more than 100 per cent of the company's total shares outstanding. The company is relying on the exemption in Canadian Securities Exchange (CSE) Policy 4.6(1)(b), whereby the CSE's requirement for shareholder approval may be satisfied by a written consent signed by shareholders holding more than 50 per cent of the outstanding common shares, of which approval has been duly obtained by the company.

Prior to completion of the offering and as of the date hereof, the company has 18,743,846 shares outstanding.

The offering consists of up to 20 million units, at a price of 10 cents per unit, for gross proceeds of up to $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 1, 14 cents in year 2, 16 cents in year 3, 18 cents in year 4 and 20 cents in year 5.

The offering is subject to CSE approval and all securities will be subject to a four-month hold period. Finder's fees may be payable in connection with the offering, all in accordance with the policies of the CSE. The proceeds will be used for property exploration and for general working capital.

Multilateral Instrument 61-101

The company anticipates that an insider will subscribe for units in the offering. The issuance of units to an insider is considered a related-party transaction subject to Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions. The company intends to rely on exemptions from the formal valuation and minority shareholder approval requirements provided under sections 5.5(a) and 5.7(a) of Multilateral Instrument 61-101, on the basis that the participation in the offering by the insider will not exceed 25 per cent of the fair market value of the company's market capitalization.

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-kilometre 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 kilometres northeast of, and road accessible from, Hixon in central British Columbia. The property includes the Quesnelle quartz gold-silver deposit, which was discovered in 1865 in conjunction with placer mining activities. Hixon Creek, which dissects the Quesnelle gold quartz mine property, is a placer creek which has seen small-scale placer production since the mid-1860s.

We seek Safe Harbor.