Mr. Frank Callaghan reports

GOLDEN CARIBOO PRIVATE PLACEMENT -- TRANCHE ONE

Further to Golden Cariboo Resources Ltd.'s news release of Jan. 22, 2024, the company will be applying to close tranche one of the non-brokered private placement in the amount of $1,316,000. After the Canadian Securities Exchange review period has elapsed a total of 13.16 million units at a price of 10 cents per unit will be issued. 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, 20 cents in year five. The company is anticipating additional closing(s).

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 first tranche includes insider participation of 100,000 units for $10,000. 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 and successful placer mining continues to this day.

We seek Safe Harbor.