Mr. David Redekop reports

GOLDEN STAR CAPITAL VENTURES INC. ANNOUNCES SIGNING OF DEFINITIVE AGREEMENT FOR QUALIFYING TRANSACTION

Golden Star Capital Ventures Inc., further to its news releases dated March 19, 2026, April 8, 2026, April 30, 2026, May 6, 2026, and May 15, 2026, has entered into a definitive share purchase agreement dated June 22, 2026, to acquire all of the issued and outstanding shares of Okanagan Insulation Services (2007) Ltd., an arm's-length construction and insulation installation business (the target or OKI). The acquisition will constitute Golden Star's qualifying transaction under Policy 2.4, Capital Pool Companies, of the exchange.

Qualifying transaction terms

Pursuant to the definitive agreement, Golden Star, through a wholly owned subsidiary, will acquire all of the issued and outstanding shares in the target for an aggregate purchase price of up to $4.5-million, to be satisfied as follows:

• $3.75-million in cash, subject to a holdback (defined below), payable on the closing date of the qualifying transaction;
• $750,000 in common shares of Golden Star, comprising: (i) $300,000 in common shares shall be issued on the closing date at a price per share of 30 cents; (ii) $100,000 in common shares shall be issued on the first anniversary of the closing date; and (iii) $350,000 in common shares shall be issued on the second anniversary of the closing date (together with (ii), the deferred share consideration). The deferred share consideration shall be issued at a price per share equal to the greater of: (i) 30 cents (the floor price); and (ii) the volume-weighted average price for the 20 trading days prior to each issuance date, in compliance with exchange policies.

From the cash consideration, $375,000 shall be held back for a period of 15 months from the closing date on account of customary postclosing adjustments. The consideration shares will be subject to a five-year contractual lock-up agreement, with the share consideration being releasable one-fifth each year commencing on the first anniversary of the closing date. The consideration shares will technically be subject to applicable escrow and resale restrictions under TSX-V policies and securities laws; however, the aforementioned contractual lock-up terms are anticipated to overlap and exceed the required restricted period under TSX-V policies and securities laws.

A copy of the definitive agreement shall be available on the company's SEDAR+ profile.

The terms of the qualifying transaction remain substantially the same as those previously disclosed in the prior news releases, except as noted above with respect to the floor price and the lock-up arrangements. The closing date is anticipated to be on or about July 30, 2026. Completion of the qualifying transaction remains subject to customary closing conditions, including, among other things: (i) no material adverse change in respect of the business of the target; (ii) the target's financial statements being compliant with TSX-V requirements; (iii) receipt of all necessary consents, orders and regulatory approvals; (iv) execution of employment agreements with key management; (v) TSX-V approval of the transaction; and (vi) 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 historical leadership under employment arrangements to facilitate continuity and transition.

No finders' fees or commissions are anticipated to be payable by Golden Star in connection with the qualifying transaction.

Financing arrangements

In connection with the qualifying transaction, Golden Star completed non-brokered private placements of subscription receipts for gross proceeds of up to $2-million, as further described in the prior news releases. To date, Golden Star has raised aggregate gross proceeds of $1,781,400 through the sale of 5,938,002 subscription receipts under the equity financing (see news releases dated May 6, 2026, May 15, 2026, and June 3, 2026).

Golden Star intends to secure $2-million in acquisition financing with the Royal Bank of Canada. The company shall issue additional news releases regarding the debt financing in due course.

Additional information

Prior to completion of the qualifying transaction, Golden Star shall file a filing statement describing the qualifying transaction and related matters in accordance with Policy 2.4. A copy of the filing statement shall be available on SEDAR+.

Trading in the common shares of Golden Star is currently halted in accordance with the policies of the TSX-V and shall 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 anticipated that trading shall not resume prior to the closing of the qualifying transaction.

About Okanagan Insulation Services (2007) Ltd. (OKI)

OKI 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.

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.