Mr. Frank Callaghan reports

GOLDEN CARIBOO PRIVATE PLACEMENT SUMMARY AND OPTION GRANT

Golden Cariboo Resources Ltd., further to its news release of March 12, 2024, has issued the final tranche of the non-brokered private placement. The summary of the two tranche private placement follows. The private placement was fully subscribed with total gross proceeds of $2-million. A total of 20 million units at a price of 10 cents per unit were issued. Each unit consisted 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. A total of 10 million warrants were issued, with 6,455,000 expiring on March 8, 2029, and 3,545,000 expiring on March 21, 2029.

Finder's fees were paid in connection with the Offering. Total cash commissions of $89,440 ($76,480 in tranche 1 and $12,960 in tranche 2). Total broker warrants issued were 894,400 (764,800 in tranche 1 and 129,600 in tranche 2). The broker warrants have the same terms as the participant warrants. The proceeds of the private placement will be used for property exploration and for general working capital .

Multilateral Instrument 61-101

Insider participation totalled 350,000 units for $35,000 ($10,000 in tranche 1 and $25,000 in tranche 2). The issuance of units to insiders is considered a related-party transaction subject to Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions. The company relied 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 insiders did not exceed 25 per cent of the fair market value of the company's market capitalization.

Golden Cariboo Resources announces the granting of 3.2 million incentive stock options pursuant to its stock option plan to directors and officers of the company, as well as employees and consultants of the company. Each option is exercisable to purchase one common share of the company at a price of 22 cents per share for a term of five years. The options vest immediately. Options, and the shares issuable upon exercise, are subject to a four-month hold period from the date of grant.

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.

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.