Mr. David Redekop reports

GOLDEN STAR CAPITAL VENTURES INC. ANNOUNCES PROPOSED QUALIFYING TRANSACTION

Golden Star Capital Ventures Inc. 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 acquisition will constitute Golden Star's qualifying transaction under Policy 2.4, Capital Pool Companies, of the exchange.

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 Venture Exchange 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, chief executive officer 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 British Columbia-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 multifamily projects. The multigenerational 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 $4.5-million, to be satisfied as follows:

• $3.75-million in cash consideration, subject to adjustments described below;
• $750,000 in common shares of Golden Star, with $300,000 to be issued on the date of closing of the qualifying transaction, $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 (volume weighted average price).

On the closing date, a holdback of $375,000 will be held for 15 months on account of customary postclosing adjustments. The consideration shares will be subject to applicable escrow and resale restrictions under TSX-V 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 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 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 finders' fees or commissions are anticipated to be payable by the company. If applicable, details of any finders' 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-million. 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 finance the completion of the qualifying transaction and for general working capital purposes.

In addition, Golden Star intends to obtain $2-million secured acquisition financing with the Royal Bank of Canada.

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 comprise Mr. 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 20 years of 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. Mr. Redekop was previously a senior adviser at RWT Growth Inc. and investment banking firm, as well as chief financial officer and chief corporate development officer for Decisive Dividend Corp.; chief financial officer for Cirond Networks Inc., a wireless solutions and security business enterprises and publicly listed on the OTCBB; chief financial officer, shareholder and director for Hawkair Aviation Services Ltd., an airline operating business; and controller for Workfire Technologies, an Internet start-up venture that he co-founded and sold for approximately $150-million to Packeteer Inc., a Nasdaq Stock Market-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 portfolio manager in charge of fundamental equity income funds and hedge funds, ultimately responsible for managing over $10-billion in AUM (assets under management). More recently, after retiring from Connor, Clark & Lunn Investment Management in 2022, Mr. Vertes co-founded MC1 Capital, which focuses on private real estate lending and investments. Mr. Vertes is a chartered financial analyst (CFA).

Richard Stone, director

Mr. Stone is a highly experienced financial services executive, starting his career in 1979. In 1994, he created Stone Asset Management Ltd., serving as chairperson, CEO and CIO. Mr. Stone 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 Toronto Stock Exchange-listed firm, and Foster & Associates Financial Services, as well as on multiple private and philanthropic boards.

George Wang, director, chief operating officer

Mr. Wang has been a director since Aug. 19, 2021. In September, 2007, Mr. Wang co-founded Pelesys Learning Systems Inc., a Vancouver-based provider of aviation training management and courseware solutions that 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

Ms. Duan has been a director of the issuer since Aug. 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 Corp., 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 news release or news releases that will include all the required disclosure pursuant to Policy 2.4, Section 11.2, to be considered a comprehensive news 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 Capital Ventures Inc.

Golden Star is a CPC (capital pool company) 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.

We seek Safe Harbor.