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March 19, 2026 – TheNewswire - Vancouver, British Columbia, Canada – Golden Star Capital Ventures Inc. (“Golden Star ” or the “Company ”), a Capital Pool Company pursuant to Policy 2.4 of the TSX Venture Exchange (the “TSX-V ” or “Exchange ”), is pleased to announce that it has entered into a non-binding Letter of Intent (“LOI ”) dated March 3, 2026 to acquire Okanagan Insulation Services (2007) Ltd., a construction and insulation installation business (the “Target ”). The acquisition will constitute Golden Star’s “Qualifying Transaction” under Policy 2.4 – Capital Pool Companies of the Exchange (“Policy 2.4 ”).
The Qualifying Transaction constitutes an arm’s length transaction under Exchange policies. Based on current structuring, Golden Star does not anticipate that shareholder approval will be required; however, shareholder approval may be required to effect certain corporate matters, or as otherwise required by applicable corporate or securities laws. Trading in Golden Star’s common shares will remain halted pending the review of the Qualifying Transaction by the TSX-V and satisfaction of the conditions of the Exchange for resumption of trading. It is possible that trading will not resume prior to the closing of the Qualifying Transaction.
The acquisition of the Target sets the foundation for Golden Star’s plan to continue to purchase cash-flowing entities with long-term profitability and solid management.
“This transaction is a seminal moment in Golden Star’s strategy to purchase well-established and cash-flowing entities across a variety of sectors, with the hope of recognizing synergies and ultimately yielding income via dividends to our shareholders,” said David Redekop, CEO of Golden Star. “Our thoughtful and reasoned approach to acquisitions and growth, based on the combined experience of our seasoned Board and management team, reflects our commitment to optimization of all operational synergies, with the goal of long-term value creation for all stakeholders,” he said.
Target Business and Summary Financial Information
The Target is a BC based construction and insulation installation company, specializing in residential and commercial insulation, operating out of Kelowna, B.C. It has been in business for over 50 years, with an excellent reputation as an industry leader in insulation installation across the Okanagan Valley. The Target is incorporated in British Columbia and services a wide range of customers, from single-family homes to wineries, hotels, and multi-family projects. The multi-generational business is operated by Josh Meyer, who took the helm following his father’s retirement in 2007.
A further news release will be issued by the Company disclosing summary financial information of the Target.
Transaction Summary and Consideration
Golden Star will acquire all of the issued and outstanding shares in the Target for, in the aggregate, up to $4,500,000 (the “Purchase Price ”), to be satisfied as follows:
$750,000 in common shares of Golden Star (the “Consideration Shares ”) with $300,000 to be issued on the date of closing of the Qualifying Transaction (the “Closing Date ”), $100,000 to be issued on the first anniversary of the Closing Date, and $350,000 to be released on the second anniversary of the Closing Date, at a deemed price in compliance with Exchange policies, determined by a 20 day -VWAP.
On the Closing Date, a holdback of $375,000 will be held for 15 months on account of customary post-closing adjustments. The Consideration Shares will be subject to applicable escrow and resale restrictions under TSXV policies and securities laws and a contractual five-year lock-up on the portion of Consideration Shares issued on the Closing Date, with one-fifth (1/5) releasable each year.
The Closing Date is anticipated to be on or about June 30, 2026. The completion of the Qualifying Transaction will be subject to a definitive agreement (“Proposed Definitive Agreement ”) with customary terms, including, among other things (i) no material adverse change in respect of the business of the Target; (ii) Target’s financial statements being compliant with TSX-V requirements; (iii) receipt of all necessary consents, orders and regulatory and shareholder approvals, if applicable; (iv) execution of employment agreements with key management; and (v) such other customary conditions of closing for a transaction in the nature of the Qualifying Transaction.
Upon completion of the Qualifying Transaction, the Target will operate as a wholly-owned subsidiary of Golden Star, while retaining key leadership to facilitate continuity and transition.
No finder’s fees or commissions are anticipated to be payable by the Company. If applicable, details of any finder’s fees or commissions will be disclosed.
Financing Arrangements
In connection with the Qualifying Transaction, Golden Star intends to complete one or more brokered or non-brokered private placements of equity securities, subscription receipts, or both, for gross proceeds of up to $2,000,000 (the “Concurrent Financing ”). The Concurrent Financing will constitute a “Concurrent Financing” as such term is defined under Policy 2.4 and the net proceeds from same will be used to fund the completion of the Qualifying Transaction and for general working capital purposes.
In addition, Golden Star intends to obtain $2,000,000 secured acquisition financing with the Royal Bank of Canada (the “Loan ”).
The Company plans to issue additional news releases in accordance with the policies of the TSX-V providing further details in respect of the terms of the Concurrent Financing and Loan once determined.
Principals and Insiders
The Company does not anticipate any changes to its management team or board of directors upon completion of the Qualifying Transaction, and no new insiders of the Company are expected to be created. The board of directors and management team will continue to be comprised of David Redekop, Richard Stone, George Wang, Steve Vertes and Iris Duan.
David Redekop, CPA, CA, Chief Executive Officer, Chief Financial Officer, and Director
Mr. Redekop has an extensive entrepreneurial background of over twenty years’ experience with start-ups; corporate and public company leadership and management; transaction structuring; debt and equity financing; business, technology and product development; and with specific experience in the manufacturing, mineral exploration, transportation, and technologies business. David was previously a senior advisor at RWT Growth Inc, and investment banking firm, as well as Chief Financial Officer and Chief Corporate Development Officer for Decisive Dividend Corporation; Chief Financial Officer for Cirond Networks Inc., a wireless solutions and security business enterprises and publicly listed on the OTCBB exchange; Chief Financial Officer, shareholder and Director for Hawkair Aviation Services Ltd, an airline operating business; Controller for Workfire Technologies, an internet start-up venture that he co-founded and sold for approximately $150 million to Packeteer, Inc., a NASDAQ-listed company.
Steve Vertes, Director
Mr. Vertes is a graduate of the Ivey Business School's Honours Business Administration (HBA) program. He began his career in investment banking at UBS in Toronto. He then moved to Connor, Clark & Lunn Investment Management in Vancouver, initially as an Analyst covering Consumer, Telecom and Real Estate stocks. He then became Partner and Portf olio Manager in charge of fundamental equity income funds and hedge funds, ultimately responsible for managing over $10bn in AUM. More recently, after retiring from Connor, Clark & Lunn Investment Management in 2022, Steve co-founded MC1 Capital, which focuses on private real estate lending and investments. Steve is a Chartered Financial Analyst (CFA).
Richard Stone, Director
Richard Stone is a highly experienced financial services executive, starting his career in 1979. In 1994 he created Stone Asset Management Limited serving as Chairperson, CEO and CIO. Richard is an experienced board member, holds the Institute of Corporate Directors designation (ICD.D), and currently serves as an Independent Director of Eloro Resources Ltd., a TSX-listed firm, and Foster & Associates Financial Services, as well as on multiple private and philanthropic boards.
George Wang, Director, COO
Mr. George Wang has been a director since August 19, 2021. In September 2007, Mr. Wang co-founded Pelesys Learning Systems Inc., a Vancouver-based provider of aviation training management and courseware solutions which was acquired by CAE Inc. in December 2017. Mr. Wang subsequently became a Global Leader, Courseware Center of Excellence for CAE Inc. from December 2019 to June 2021. Mr. Wang has also been the President of Pacific Pioneer Business Development Ltd. since August 1994.
Iris Duan, CPA, CA, CPA (California), Director
Iris Duan has been a director of the Issuer since August 19, 2021.Ms. Duan is currently a senior consultant and previous to that, partner, with MNP LLP, one of the largest full-service chartered accountancy and business advisory firms in Canada. Prior to joining MNP LLP, Ms. Duan was a Senior Manager with Ernst and Young for four years, before becoming Chief Financial Officer at Yalian Steel Corporation, a TSX Venture Exchange listed company, from December 2008 to June 2009. She joined Chang Lee LLP in 2009, which later merged with MNP LLP in 2011. Ms. Duan obtained her CPA designation from the California Board of Accounting in 2002 and her CA/CPA designation from the Chartered Professional Accountants of British Columbia in 2008.
Sponsorship
The Qualifying Transaction is subject to the sponsorship requirements of the TSX-V unless a waiver from those requirements is granted or an exemption is available. The Company intends to apply for a waiver from the sponsorship requirements; however, there can be no assurance that a waiver will be obtained.
Additional Information
The full terms of the Qualifying Transaction, and details of any financings required to complete the transaction will be provided in a future press release or press releases that will include all the required disclosure pursuant to Policy 2.4, section 11.2 to be considered a “comprehensive press release”. Trading in the common shares of Golden Star is currently halted in accordance with the policies of the TSX-V and will remain halted pending the review of the Qualifying Transaction by the TSX-V and satisfaction of the conditions of the Exchange for resumption of trading. It is possible that trading in will not resume prior to the closing of the Qualifying Transaction.
About Golden Star
Golden Star is a CPC created to identify and evaluate potential acquisitions of commercially viable businesses and assets that have the potential to generate profits and add shareholder value. Except as specifically contemplated in the CPC Policy of the Exchange, until the completion of the qualifying transaction, Golden Star will not carry on business, other than the identification and evaluation of companies, businesses or assets with a view to completing a proposed qualifying transaction.
For further information, please contact:
David Redekop
Chief Executive Officer and Chief Financial Officer
Phone: 250-863-8914
Cautionary Notes
This news release does not constitute an offer to sell, or a solicitation of an offer to buy, any securities in the United States. Golden Star’s securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
Completion of the Qualifying Transaction is subject to several conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange requirements, majority of the minority shareholder approval. Where applicable, the Qualifying Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Qualifying Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Qualifying Transaction, any information released or received with respect to the Qualifying Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the Transaction and has neither approved nor disapproved the contents of this press release.
Neither the TSX-V nor its Regulation Services Provider (as that term is defined in the policies of the TSX-V) accepts responsibility for the adequacy or accuracy of this release.
Forward-Looking Statements
This press release contains "forward-looking information" and "forward-looking statements" within the meaning of applicable securities legislation. The forward-looking statements herein are made as of the date of this press release only, and the Company and Target do not assume any obligation to update or revise them to reflect new information, estimates or opinions, future events or results or otherwise, except as required by applicable law. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects", "is expected", "budgets", "scheduled", "estimates", "forecasts", "predicts", "projects", "intends", "targets", "aims", "anticipates" or "believes" or variations (including negative variations) of such words and phrases or may be identified by statements to the effect that certain actions "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. These forward-looking statements include, among other things, statements relating to: the business plans of the Company following completion of the Qualifying Transaction; the Qualifying Transaction (including required regulatory and shareholder approvals); the entry into a Proposed Definitive Agreement by the Company and Target; the completion of Qualifying Transaction and the Concurrent Financing on the terms expected, or at all; obtaining the Loan; the use of proceeds from the Concurrent Financing; the anticipated arm’s length nature of the Qualifying Transaction; expectations regarding shareholder approval requirements; the expected retention of key Target personnel; and the expected timing and content of additional disclosure; and the expected composition of the board of directors and management of the Company on the Closing Date.
Such forward-looking statements are based on a number of assumptions of the management of Target and the management of the Company, including, without limitation, that the parties will enter into the Proposed Definitive Agreement on the terms anticipated, or at all, that the parties will obtain all necessary corporate, shareholder and regulatory approvals and consents required for the completion of the Qualifying Transaction (including Exchange approval), the Concurrent Financing will be completed, the net proceeds from the Concurrent Financing will be used as anticipated, the Company will obtain Loan, the Qualifying Transaction will be completed on the terms and conditions and within the timeframes expected by each of the Company and Target, the board of directors and management of the Company will be composed of the individuals expected by the Company and Target, and there will be no adverse changes in applicable regulations or TSXV policies that impact the Transaction.
Additionally, forward-looking information involve a variety of known and unknown risks, uncertainties and other factors which may cause the actual plans, intentions, activities, results, performance or achievements of the Company or Target to be materially different from any future plans, intentions, activities, results, performance or achievements expressed or implied by such forward-looking statements. Such risks include, without limitation : there can be no assurances that the Company and Target will enter into the Proposed Definitive Agreement, there can be no assurance that the Company and Target will obtain all requisite approvals for the Qualifying Transaction, including the approval of the approval of the TSXV (which may be conditional upon amendments to the terms of the Qualifying Transaction), or that the Qualifying Transaction will be completed on the terms and conditions contained in the LOI, or at all, there can be no assurances as to the completion of or the actual gross proceeds raised in connection with the Concurrent Financing, there can be no assurance that the Company will obtain the Loan, the parties and the completion of the Qualifying Transaction may be adversely impacted by changes in legislation, changes in TSXV policies, political instability or general market conditions, financing may not be available when needed or on terms and conditions acceptable to the Company following the Closing Date, changes in general economic, market and business conditions, regulatory risks, and other risk factors disclosed in the Company’s public filings.
Such forward-looking information represents the best judgment of the management of Target and the management of the Company based on information currently available. No forward-looking statement can be guaranteed and actual future results may vary materially. Accordingly, readers are advised not to place undue reliance on forward-looking statements or information. Neither the Company nor Target, nor any of their representatives make any representation or warranty, express or implied, as to the accuracy, sufficiency or completeness of the information in this press release.
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