--- title: "Golden Star Capital Ventures Inc. Provides Update on Proposed Qualifying Transaction" type: "News" locale: "en" url: "https://longbridge.com/en/news/284796629.md" description: "Golden Star Capital Ventures Inc. has provided an update on its proposed Qualifying Transaction to acquire Okanagan Insulation Services (2007) Ltd. The acquisition will be part of a non-brokered private placement aiming to raise up to $2 million. The transaction is subject to customary conditions and regulatory approvals. The company has reported unaudited financials for the target, showing total revenue and net income for recent periods. Trading of Golden Star's shares is currently halted pending the review of the transaction by the TSX Venture Exchange." datetime: "2026-04-30T14:54:03.000Z" locales: - [zh-CN](https://longbridge.com/zh-CN/news/284796629.md) - [en](https://longbridge.com/en/news/284796629.md) - [zh-HK](https://longbridge.com/zh-HK/news/284796629.md) --- # Golden Star Capital Ventures Inc. Provides Update on Proposed Qualifying Transaction (TheNewswire) Vancouver, British Columbia, Canada – TheNewswire –April 30, 2026 - Golden Star Capital Ventures Inc. (TSXV:GCV.P) (“Golden Star” or the “Company”), a Capital Pool Companypursuant 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 ofsubscription receipts (the “Concurrent Financing”) and unaudited financial informationof the Target (as defined herein). As announced by the Company on March 19, 2026, Golden Star has enteredinto a non-binding Letter of Intent (“LOI”) dated March 3, 2026 to acquire Okanagan InsulationServices (2007) Ltd., a construction and insulation installationbusiness (the “Target”).The acquisition will constitute Golden Star’s “QualifyingTransaction” under Policy 2.4 – Capital Pool Companies of the Exchange (“Policy 2.4”). The QualifyingTransaction constitutes an arm’s length transaction under Exchangepolicies. The completion of the Qualifying Transaction will be subjectto a definitive agreement (“Proposed Definitive Agreement”) with customary terms,including, among other things (i) no material adverse change inrespect of the business of the Target; (ii) Target’s financialstatements being compliant with TSXV requirements; (iii) receipt ofall necessary consents, orders and regulatory and shareholderapprovals, if applicable; (iv) execution of employment agreements withkey management; and (v) such other customary conditions of closing fora transaction in the nature of the Qualifying Transaction. Upon completion of the Qualifying Transaction, the resulting issuerwill operate the business of the Target as a Tier 2 Industrial Issuer. No finder’s fees or commissions are anticipated to be payable by theCompany 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 financialdata for the Target in respect of the periods for which financialinformation will be included in the filing statement to be prepared inconnection with the Transaction (the “Filing Statement”): Three months ended March 31,2026 Financial year ended December 31,2025 Financial year ended December 31,2024 Unaudited Unaudited Unaudited Total Revenue 861,837 5,510,269 7,604,393 Net Income 32,660 338,046 1,034,345 Total Assets 1,486,420 1,869,039 1,701,768 Total Liabilities 421,492 762,512 733,487 Shareholders’ Equity 1,064,928 1,106,527 968,281 The audited annual financial information for the yearsended December 31, 2025 and 2024 and reviewed interim financialstatements for the three months ended March 31, 2026 will be providedin the Filing Statement. Financing Arrangements In connection with the Qualifying Transaction, on April 8, 2026,Golden Star announced its intention to complete the ConcurrentFinancing for aggregate gross proceeds of up to $2,000,000 at a priceof $0.30 per subscription receipt (the “Subscription Receipts”). GoldenStar anticipates that a majority of the gross proceeds from theConcurrent Financing will be from arm’s length subscribers. Upon satisfaction of applicable escrow releaseconditions (the "EscrowRelease Conditions"), including withoutlimitation, satisfaction of all necessary conditions precedent tocomplete the Qualifying Transaction, eachSubscription Receipt will automatically convert into one common shareof Golden Star (a "Share”) for no further consideration andwithout any further action by the holders thereof. The gross proceeds of the Concurrent Financing will beheld in escrow by Endeavor Trust Company (“Endeavor”) pendingsatisfaction of the Escrow Release Conditions set out in asubscription receipt agreement between the Company and Endeavor(“Subscription ReceiptAgreement”). In the event the Escrow ReleaseConditions are not satisfied or waived within the time periodspecified in the Subscription Receipt Agreement, the gross proceeds ofthe Concurrent Financing will be returned to the subscribers inaccordance with the terms of the Subscription Receipts. If the Escrow Release Conditions are met, Golden Staranticipates that the net proceeds will be used for partialconsideration of the Qualifying Transaction and for general workingcapital purposes. The Concurrent Financing is subject to the receipt ofall necessary approvals, including the approval of the Exchange. Nofinder’s fees are anticipated to be paid in connection with theConcurrent Financing. The initial tranche of the Concurrent Financing isexpected to close on or about May 6, 2026. The Company anticipatesclosing the second and final tranche of the Concurrent Financing infollowing weeks. Additional Information Trading in the common shares of Golden Star is currently halted inaccordance with the policies of the TSXV and will remain haltedpending the review of the Qualifying Transaction by the TSXV andsatisfaction of the conditions of the Exchange for resumption oftrading. It is expected that trading will not resume prior to theclosing of the Qualifying Transaction. 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 the Qualifying Transaction maynot be accurate or complete and should not be relied upon. Tradingin the securities of a capital pool company should be consideredhighly speculative. The TSX Venture Exchange Inc. has inno way passed upon the merits of the Qualifying Transaction and has neither approved nordisapproved the contents of this press release. Neither the TSXV nor its RegulationServices Provider (as that term is defined in the policies of theTSXV) 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 the Qualifying Transaction andthe Concurrent Financing on the terms expected, or at all, the use ofproceeds from the Concurrent Financing, the expected timing andcontent of additional disclosure, the conversion of the SubscriptionReceipts into Shares upon completion of the Escrow Release Conditionsand the satisfaction or waiver of the Escrow Release Conditions withinthe time period specified in the Subscription ReceiptAgreement. 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 TSXVapproval), the Concurrent Financing will be completed, the netproceeds from the Concurrent Financing will be used as anticipated,the Qualifying Transaction will be completed on the terms andconditions and within the timeframes expected by each of the Companyand Target, the Subscription Receipts will convert into Shares uponcompletion of certain escrow conditions, the Escrow Release Conditionswill be satisfied or waived within the time period specified in theSubscription Receipt Agreement and there will be no adverse changes inapplicable regulations or TSXV policies that impact the Qualifying Transaction. Additionally, forward-looking information involves 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. Copyright (c) 2026 TheNewswire - All rights reserved. ### Related Stocks - [GODN.US](https://longbridge.com/en/quote/GODN.US.md) ## Related News & Research - [Shooting Star Acquisition Corp. 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