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Vancouver, British Columbia, Canada – TheNewswire – April 30, 2026 - Golden Star Capital Ventures Inc. ( TSXV: GCV.P ) (“Golden Star ” or the “Company ”), a Capital Pool Company pursuant to Policy 2.4 of the TSX Venture Exchange (the “TSXV ” or “Exchange ”), is pleased to provide, further to its news releases dated March 19, 2026 and April 8, 2026, an update on the Company’s proposed “Qualifying Transaction” with respect to its proposed non-brokered private placement of subscription receipts (the “Concurrent Financing ”) and unaudited financial information of the Target (as defined herein).

As announced by the Company on March 19, 2026, Golden Star 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. 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 TSXV 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 resulting issuer will operate the business of the Target as a Tier 2 Industrial Issuer.

No finder’s fees or commissions are anticipated to be payable by the Company in connection with the Qualifying Transaction. If applicable, details of any finder’s fees or commissions will be disclosed.

Summary Financial Information of the Target

The table below sets out certain unaudited financial data for the Target in respect of the periods for which financial information will be included in the filing statement to be prepared in connection with the Transaction (the “ Filing Statement ”):

The audited annual financial information for the years ended December 31, 2025 and 2024 and reviewed interim financial statements for the three months ended March 31, 2026 will be provided in the Filing Statement.

Financing Arrangements

In connection with the Qualifying Transaction, on April 8, 2026, Golden Star announced its intention to complete the Concurrent Financing for aggregate gross proceeds of up to $2,000,000 at a price of $0.30 per subscription receipt (the “Subscription Receipts ”). Golden Star anticipates that a majority of the gross proceeds from the Concurrent Financing will be from arm’s length subscribers.

Upon satisfaction of applicable escrow release conditions (the " Escrow Release Conditions "), including without limitation, satisfaction of all necessary conditions precedent to complete the Qualifying Transaction, each Subscription Receipt will automatically convert into one common share of Golden Star (a " Share ”) 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 (“ Endeavor ”) pending satisfaction of the Escrow Release Conditions set out in a subscription receipt agreement between the Company and Endeavor (“ Subscription Receipt Agreement ”). 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 finder’s fees are anticipated to be paid in connection with the Concurrent Financing.

The initial tranche of the Concurrent Financing is expected to close on or about May 6, 2026. The Company anticipates closing the second and final tranche of the Concurrent Financing in following weeks.

Additional Information

Trading in the common shares of Golden Star is currently halted in accordance with the policies of the TSXV and will remain halted pending the review of the Qualifying Transaction by the TSXV and satisfaction of the conditions of the Exchange for resumption of trading. It is expected that trading 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 Qualifying Transaction and has neither approved nor disapproved the contents of this press release.

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) 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 the Qualifying Transaction and the Concurrent Financing on the terms expected, or at all, the use of proceeds from the Concurrent Financing, the expected timing and content of additional disclosure, the conversion of the Subscription Receipts into Shares upon completion of the Escrow Release Conditions and the satisfaction or waiver of the Escrow Release Conditions within the time period specified in the Subscription Receipt Agreement.

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 TSXV approval), the Concurrent Financing will be completed, the net proceeds from the Concurrent Financing will be used as anticipated, the Qualifying Transaction will be completed on the terms and conditions and within the timeframes expected by each of the Company and Target, the Subscription Receipts will convert into Shares upon completion of certain escrow conditions, the Escrow Release Conditions will be satisfied or waived within the time period specified in the Subscription Receipt Agreement and there will be no adverse changes in applicable regulations or TSXV policies that impact the Qualifying Transaction.

Additionally, forward-looking information involve s 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 assurances that the Company and Target will obtain all requisite approvals for the Qualifying Transaction, including 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 assurance as to the completion of or the actual gross proceeds raised in connection with the Concurrent Financing, 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, the Subscription Receipts will not convert into Shares upon completion of certain escrow conditions, the Escrow Release Conditions will not be satisfied or waived within the time period specified in the Subscription Receipt Agreement, Golden Star may not receive Exchange approval for the Concurrent Financing and 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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