Mr. David Redekop reports

GOLDEN STAR CAPITAL VENTURES INC. PROVIDES UPDATE ON PROPOSED QUALIFYING TRANSACTION

Golden Star Capital Ventures Inc. has provided, 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 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 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. 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 Venture Exchange 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 finders' fees or commissions are anticipated to be payable by the company in connection with the qualifying transaction. If applicable, details of any finders' fees or commissions will be disclosed.

Summary financial information of the target

The attached table 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 audited annual financial information for the years ended Dec. 31, 2025, and Dec 31, 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-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.

Upon satisfaction of applicable 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 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 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 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 expected that trading 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.