Mr. David Redekop reports
GOLDEN STAR CAPITAL VENTURES INC. ANNOUNCES SUBSCRIPTION RECEIPT FINANCING IN CONNECTION WITH PROPOSED QUALIFYING TRANSACTION
Golden Star Capital Ventures Inc. has arranged
a non-brokered private placement of subscription receipts for aggregate gross proceeds of up to $2-million at a price of 30 cents per subscription receipt. Golden Star anticipates that a majority of the gross proceeds from the concurrent financing will be from arm's-length subscribers.
The concurrent financing is being conducted in connection with Golden Star's proposed acquisition of all of the issued and outstanding shares of Okanagan Insulation Services (2007) Ltd. The proposed transaction will constitute Golden Star's qualifying transaction under
exchange
Policy 2.4, Capital Pool Companies. For further information related to the terms and conditions of the proposed transaction, please refer to the company's news release dated March 19, 2026.
Upon satisfaction of applicable escrow release conditions, including, without limitation, satisfaction of all necessary conditions precedent to complete the proposed transaction, each subscription receipt will automatically convert into one common share of Golden Star for no further consideration and without any further action by the holders thereof.
The gross proceeds of the concurrent financing will be held in escrow by Endeavor Trust Company pending satisfaction of the escrow release conditions set out in a subscription receipt agreement between the company and Endeavor. In the event the escrow release conditions are not satisfied or waived within the time period specified in the subscription receipt agreement, the gross proceeds of the concurrent financing will be returned to the subscribers in accordance with the terms of the subscription receipts.
If the escrow release conditions are met, Golden Star anticipates that the net proceeds will be used for partial consideration of the qualifying transaction and for general working capital purposes.
The concurrent financing is subject to the receipt of all necessary approvals, including the approval of the exchange. No finders' fees are anticipated to be paid in connection with the concurrent financing.
The subscription receipts issued under the concurrent financing, including the shares that may be issued on the conversion of the subscription receipts, are subject to a four-month hold period from the closing date under applicable Canadian securities law.
About Golden Star Capital Ventures Inc.
Golden
Star
is
a
capital pool company (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 exchange Policy 2.4, Capital Pool Companies, 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.
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