Golden Star Capital Ventures Inc. Announces Proposed Qualifying Transaction

(TheNewswire)

March 19, 2026 – TheNewswire - Vancouver, BritishColumbia, Canada – Golden Star Capital Ventures Inc. (“Golden Star” or the “Company”), a Capital Pool Companypursuant to Policy 2.4 of the TSX Venture Exchange (the “TSX-V” or “Exchange”), is pleased to announcethat it has entered into a non-binding Letter of Intent (“LOI”) dated March 3, 2026 toacquire Okanagan Insulation Services (2007) Ltd., a construction andinsulation installation business (the “Target”). The acquisition willconstitute Golden Star’s “Qualifying Transaction” under Policy2.4 – Capital PoolCompanies of the Exchange (“Policy 2.4”).

The Qualifying Transaction constitutes an arm’s length transactionunder Exchange policies. Based on current structuring, Golden Stardoes not anticipate that shareholder approval will be required;however, shareholder approval may be required to effect certaincorporate matters, or as otherwise required by applicable corporate orsecurities laws. Trading in Golden Star’s common shares will remainhalted pending the review of the Qualifying Transaction by the TSX-Vand satisfaction of the conditions of the Exchange for resumption oftrading. It is possible that trading will not resume prior to theclosing of the Qualifying Transaction.

The acquisition of the Target sets the foundation for Golden Star’splan to continue to purchase cash-flowing entities with long-termprofitability and solid management.

“This transaction is a seminal moment in Golden Star’s strategy topurchase well-established and cash-flowing entities across a varietyof sectors, with the hope of recognizing synergies and ultimatelyyielding income via dividends to our shareholders,” said DavidRedekop, CEO of Golden Star. “Our thoughtful and reasoned approachto acquisitions and growth, based on the combined experience of ourseasoned Board and management team, reflects our commitment tooptimization of all operational synergies, with the goal of long-termvalue creation for all stakeholders,” he said.

Target Business and Summary Financial Information

The Target is a BC based construction and insulation installationcompany, specializing in residential and commercial insulation,operating out of Kelowna, B.C. It has been in business for over 50years, with an excellent reputation as an industry leader ininsulation installation across the Okanagan Valley. The Target isincorporated in British Columbia and services a wide range ofcustomers, from single-family homes to wineries, hotels, andmulti-family projects. The multi-generational business is operated byJosh Meyer, who took the helm following his father’s retirement in2007.

A further news release will be issued by the Companydisclosing summary financial information of the Target.

Transaction Summary and Consideration

Golden Star will acquire all of the issued and outstanding shares inthe Target for, in the aggregate, up to $4,500,000 (the “Purchase Price”), to be satisfiedas follows:

• $3,750,000 in cash consideration, subject to adjustments describedbelow; and

• $750,000 in common shares of Golden Star (the “Consideration Shares”) with$300,000 to be issued on the date of closing of the QualifyingTransaction (the “ClosingDate”), $100,000 to be issued on the first anniversary of theClosing Date, and $350,000 to be released on the second anniversary ofthe Closing Date, at a deemed price in compliance with Exchangepolicies, determined by a 20 day -VWAP.

On the Closing Date, a holdback of $375,000 will be held for 15 monthson account of customary post-closing adjustments. The ConsiderationShares will be subject to applicable escrow and resale restrictionsunder TSXV policies and securities laws and a contractual five-yearlock-up on the portion of Consideration Shares issued on the ClosingDate, with one-fifth (1/5) releasable each year.

The Closing Date is anticipated to be on or about June 30, 2026. Thecompletion of the Qualifying Transaction will be subject to adefinitive agreement (“ProposedDefinitive Agreement”) with customary terms, including, amongother things (i) no material adverse change in respect of the businessof the Target; (ii) Target’s financial statements being compliantwith TSX-V 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) suchother customary conditions of closing for a transaction in the natureof the Qualifying Transaction.

Upon completion of the Qualifying Transaction, the Target will operateas a wholly-owned subsidiary of Golden Star, while retaining keyleadership to facilitate continuity and transition.

No finder’s fees or commissions are anticipated to be payable by theCompany. If applicable, details of any finder’s fees or commissionswill be disclosed.

Financing Arrangements

In connection with the Qualifying Transaction, Golden Star intends tocomplete one or more brokered or non-brokered private placements ofequity securities, subscription receipts, or both, for gross proceedsof up to $2,000,000 (the “Concurrent Financing”). The Concurrent Financing willconstitute a “Concurrent Financing” as such term is defined underPolicy 2.4 and the net proceeds from same will be used to fund thecompletion of the Qualifying Transaction and for general workingcapital purposes.

In addition, Golden Star intends to obtain $2,000,000 securedacquisition financing with the Royal Bank of Canada (the “Loan”).

The Company plans to issue additional news releases inaccordance with the policies of the TSX-V providing further details inrespect of the terms of the Concurrent Financing and Loan oncedetermined.

Principals and Insiders

The Company does not anticipate any changes to its management team orboard of directors upon completion of the Qualifying Transaction, andno new insiders of the Company are expected to be created. The boardof directors and management team will continue to be comprised ofDavid Redekop, Richard Stone, George Wang, Steve Vertes and Iris Duan.

David Redekop, CPA, CA, ChiefExecutive Officer, Chief Financial Officer, and Director

Mr. Redekop has an extensive entrepreneurial background of over twentyyears’ experience with start-ups; corporate and public companyleadership and management; transaction structuring; debt and equityfinancing; business, technology and product development; and withspecific experience in the manufacturing, mineral exploration,transportation, and technologies business. David was previously asenior advisor at RWT Growth Inc, and investment banking firm, as wellas Chief Financial Officer and Chief Corporate Development Officer forDecisive Dividend Corporation; Chief Financial Officer for CirondNetworks Inc., a wireless solutions and security business enterprisesand publicly listed on the OTCBB exchange; Chief Financial Officer,shareholder and Director for Hawkair Aviation Services Ltd, an airlineoperating business; Controller for Workfire Technologies, an internetstart-up venture that he co-founded and sold for approximately $150million to Packeteer, Inc., a NASDAQ-listed company.

Steve Vertes, Director

Mr. Vertes is a graduate of the Ivey Business School's HonoursBusiness Administration (HBA) program. He began his career ininvestment banking at UBS in Toronto. He then moved to Connor, Clark& Lunn Investment Management in Vancouver, initially as an Analystcovering Consumer, Telecom and Real Estate stocks. He then becamePartner and Portf olio Manager in charge of fundamental equity incomefunds and hedge funds, ultimately responsible for managing over $10bnin AUM. More recently, after retiring from Connor, Clark & LunnInvestment Management in 2022, Steve co-founded MC1 Capital, whichfocuses on private real estate lending and investments. Steve is aChartered Financial Analyst (CFA).

Richard Stone, Director

Richard Stone is a highly experienced financial services executive,starting his career in 1979. In 1994 he created Stone Asset ManagementLimited serving as Chairperson, CEO and CIO. Richard is an experiencedboard member, holds the Institute of Corporate Directors designation(ICD.D), and currently serves as an Independent Director of EloroResources Ltd., a TSX-listed firm, and Foster & AssociatesFinancial Services, as well as on multiple private and philanthropicboards.

George Wang, Director, COO

Mr. George Wang has been a director since August 19, 2021. InSeptember 2007, Mr. Wang co-founded Pelesys Learning Systems Inc., aVancouver-based provider of aviation training management andcourseware solutions which was acquired by CAE Inc. in December 2017.Mr. Wang subsequently became a Global Leader, Courseware Center ofExcellence for CAE Inc. from December 2019 to June 2021. Mr. Wang hasalso been the President of Pacific Pioneer Business Development Ltd.since August 1994.

Iris Duan, CPA, CA, CPA(California), Director

Iris Duan has been a director of the Issuer since August 19, 2021.Ms.Duan is currently a senior consultant and previous to that, partner,with MNP LLP, one of the largest full-service chartered accountancyand business advisory firms in Canada. Prior to joining MNP LLP, Ms.Duan was a Senior Manager with Ernst and Young for four years, beforebecoming Chief Financial Officer at Yalian Steel Corporation, a TSXVenture Exchange listed company, from December 2008 to June 2009. Shejoined Chang Lee LLP in 2009, which later merged with MNP LLP in 2011.Ms. Duan obtained her CPA designation from the California Board ofAccounting in 2002 and her CA/CPA designation from the CharteredProfessional Accountants of British Columbia in 2008.

Sponsorship

The Qualifying Transaction is subject to the sponsorship requirementsof the TSX-V unless a waiver from those requirements is granted or anexemption is available. The Company intends to apply for a waiver fromthe sponsorship requirements; however, there can be no assurance thata waiver will be obtained.

Additional Information

The full terms of the Qualifying Transaction, and details of anyfinancings required to complete the transaction will be provided in afuture press release or press releases that will include all therequired disclosure pursuant to Policy 2.4, section 11.2 to beconsidered a “comprehensive press release”. Trading in thecommon shares of Golden Star is currently halted in accordance withthe policies of the TSX-V and will remain halted pending the review ofthe Qualifying Transaction by the TSX-V and satisfaction of theconditions of the Exchange for resumption of trading. It is possiblethat trading in will not resume prior to the closing of the QualifyingTransaction.

About Golden Star

Golden Star is a CPCcreated to identify and evaluate potential acquisitions of commercially viable businesses and assets that have the potential togenerate profits and add shareholder value. Except as specificallycontemplated in the CPC Policy of the Exchange, until the completionof the qualifying transaction, Golden Star will not carry on business, other than the identification and evaluation of companies, businesses or assets with a view tocompleting 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 notconstitute an offer to sell, or a solicitation of an offer to buy, anysecurities in the United States. Golden Star’s securities have notbeen and will not be registered under the United States Securities Actof 1933, as amended (the “U.S. Securities Act”) or any statesecurities laws and may not be offered or sold within the UnitedStates or to U.S. Persons unless registered under the U.S. SecuritiesAct and applicable state securities laws or an exemption from suchregistration is available.

Completion of the QualifyingTransaction is subject to several conditions, including but notlimited to, Exchange acceptance and if applicable pursuant to Exchangerequirements, majority of the minority shareholder approval. Whereapplicable, the Qualifying Transaction cannot close until the requiredshareholder approval is obtained. There can be no assurance that theQualifying Transaction will be completed as proposed or at all.

Investors are cautioned that, exceptas disclosed in the management information circular or filingstatement to be prepared in connection with the QualifyingTransaction, any information released or received with respect to theQualifying Transaction may not be accurate or complete and should notbe relied upon. Trading in the securities of a capital pool companyshould be considered highly speculative.

The TSX Venture Exchange Inc. has inno way passed upon the merits of the Transaction and has neitherapproved nor disapproved the contents of this press release.

Neither the TSX-V nor its RegulationServices Provider (as that term is defined in the policies of theTSX-V) accepts responsibility for the adequacy or accuracy of thisrelease.

Forward-Looking Statements

This press release contains"forward-looking information" and "forward-lookingstatements" within the meaning of applicable securitieslegislation. The forward-looking statements herein are made as of thedate of this press release only, and the Company and Target do notassume any obligation to update or revise them to reflect newinformation, estimates or opinions, future events or results orotherwise, except as required by applicable law. Often, but notalways, forward-looking statements can be identified by the use ofwords such as "plans", "expects", "isexpected", "budgets", "scheduled","estimates", "forecasts", "predicts","projects", "intends", "targets","aims", "anticipates" or "believes" orvariations (including negative variations) of such words and phrasesor 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, amongother things, statements relating to: the business plans of theCompany following completion of the Qualifying Transaction; theQualifying Transaction (including required regulatory and shareholderapprovals); the entry into a Proposed Definitive Agreement by theCompany and Target; the completion of Qualifying Transaction and theConcurrent Financing on the terms expected, or at all; obtaining theLoan; the use of proceeds from the Concurrent Financing; theanticipated arm’s length nature of the Qualifying Transaction;expectations regarding shareholder approval requirements; the expectedretention of key Target personnel; and the expected timing and contentof additional disclosure; and the expected composition of the board ofdirectors and management of the Company on the Closing Date.

Such forward-looking statements arebased on a number of assumptions of the management of Target and themanagement of the Company, including, without limitation, that theparties will enter into the Proposed Definitive Agreement on the termsanticipated, or at all, that the parties will obtain all necessarycorporate, shareholder and regulatory approvals and consents requiredfor the completion of the Qualifying Transaction (including Exchangeapproval), the Concurrent Financing will be completed, the netproceeds from the Concurrent Financing will be used as anticipated,the Company will obtain Loan, the Qualifying Transaction will becompleted on the terms and conditions and within the timeframesexpected by each of the Company and Target, the board of directors andmanagement of the Company will be composed of the individuals expectedby the Company and Target, and there will be no adverse changes inapplicable regulations or TSXV policies that impact the Transaction.

Additionally, forward-looking information involve 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 assurance that the Company and Target will obtain all
requisite approvals for the Qualifying Transaction, including the
approval of 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 assurances as to the
completion of or the actual gross proceeds raised in connection with
the Concurrent Financing, there can be no assurance that the Company
will obtain the Loan, 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,
changes in general economic, market and business conditions,
regulatory risks, and other risk factors disclosed in the Company’s
public filings.

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