Mr. J. Frank Callaghan reports
EARLY WARNING NEWS RELEASE ISSUED REGARDING THE SECURITIES OF GOLDEN CARIBOO RESOURCES LTD.
This news release is related to the common shares of Golden Cariboo Resources Ltd. J. Frank Callaghan, president and chief executive officer of the issuer, on July 16, 2026, acquired four million units of the issuer through a private placement of units of the issuer at a price of eight cents per unit. Each unit consisted of one common share of the issuer and one share purchase warrant. Accordingly, Mr. Callaghan acquired a total of four million common shares and four million share purchase warrants. Each warrant is exercisable to purchase one additional common share for a period of five years from the closing date of the private placement at exercise prices as follows: 12 cents in year 1, 15 cents in year 2, 18 cents in year 3, 21 cents in year 4 or 25 cents in year 5. The total purchase price for Mr. Callaghan's shares and warrants was $320,000.
Mr. Callaghan is a Canadian having an address at Suite 1100, 1111 Melville St., Vancouver, B.C., V6E 3V6. Prior to the acquisition of the units, Mr. Callaghan held, directly or indirectly, 9,822,981 common shares of the issuer. He also held, directly or indirectly, share purchase warrants to purchase up to 5.5 million common shares of the issuer and incentive stock options to purchase up to 1,885,000 common shares of the issuer. Prior to the acquisition of the units, Mr. Callaghan's 9,822,981 common shares represented 7.45 per cent of the issuer's issued and outstanding common shares on a non-diluted basis, and 7.05 per cent on a partially diluted basis (assuming exercise of the prior convertible securities).
As a result of the acquisition of the units, Mr. Callaghan currently owns 13,822,981 common shares, which, as of June 16, 2026, represent 9.82 per cent of the issuer's issued and outstanding common shares on a non-diluted basis, and 9.08 per cent on a partially diluted basis (assuming exercise of the warrants and the prior convertible securities).
The requirement to file an early warning report and news release was triggered because the four million shares acquired by Mr. Callaghan in the private placement was equal to 3.03 per cent of the issuer's issued and outstanding common shares on a non-diluted basis prior to the private placement, and 2.87 per cent of the issuer's issued and outstanding common shares on a partially diluted basis (assuming exercise of the prior convertible securities).
Mr. Callaghan presently holds common shares of the issuer for investment purposes. In the future, he may directly or indirectly acquire additional common shares or dispose of common shares subject to a number of factors, including general market and economic conditions, and other investment and business opportunities available.
This news release is being issued as required by National Instrument 62-103, The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, and relates to the issuer, the head office of which is located at Suite 1100, 1111 Melville St., Vancouver, B.C., V6E 3V6.
A copy of the early warning report filed in connection with the matters set forth above may be obtained under the issuer's SEDAR+ profile and may also be obtained by contacting the issuer at 604-669-6463.
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