Mr. David Redekop reports

GOLDEN STAR CAPITAL VENTURES INC. CLOSES $150K SECOND TRANCHE OF ITS PREVIOUSLY ANNOUNCED SUBSCRIPTION RECEIPT FINANCING IN CONNECTION WITH PROPOSED QUALIFYING TRANSACTION AND PROVIDES CORRECTION OF DISCLOSURE

Pursuant to Policy 2.4 of the TSX Venture Exchange, Golden Star Capital Ventures Inc. has closed the second tranche of its previously announced non-brokered private placement for gross proceeds of $150,000 through the issuance of 500,000 subscription receipts at a price of 30 cents per subscription receipt.

The company also provides correction to the disclosure regarding closing of the first tranche of the of the concurrent financing announced in the company's news release dated May 6, 2026. The company closed the first tranche on May 6, 2026, for aggregate gross proceeds of $1,524,900 through the issuance of 5,083,002 subscription receipts.

To date, the company has raised aggregate gross proceeds of $1,674,900 through the sale of 5,583,002 subscription receipts under the concurrent financing.

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 releases dated March 19, 2026, and April 30, 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 have been 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.

A certain insider of the company purchased an aggregate of 100,000 subscription receipts under the Second tranche, constituting, to that extent, a related party transaction within the meaning of TSX-V Policy 5.9 -- Protection of Minority Security Holders in Special Transactions and Multilateral Instrument 61-101. The company has relied on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 (and Policy 5.9), as neither the fair market value of the securities distributed in the Second tranche nor the consideration received for those securities, in so far as the second tranche involves the directors and officers, exceeds 25 per cent of the company's market capitalization.

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 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.