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Golden Star Capital Ventures Inc. Announces Signing Of Definitive Agreement For Qualifying Transaction
(via TheNewswire)
June 23, 2026 – TheNewswire - Vancouver, British Columbia, Canada – Golden Star Capital Ventures Inc. (“Golden Star” or the “Company”), a Capital Pool Company pursuant to Policy 2.4 of the TSX Venture Exchange (the “TSX-V” or “Exchange”), is pleased to announce that, further to its news releases dated March 19, April 8, April 30, May 6 and May 15, 2026 (the “Prior Releases”), it has entered into a definitive share purchase agreement (the “Definitive 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 (“Policy 2.4”).
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 $4,500,000 (the “Purchase Price”), to be satisfied as follows:
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$3,750,000 in cash (the “Cash Consideration”), subject to a Holdback (defined below), payable on the closing date of the Qualifying Transaction (the “Closing Date”); and
$750,000 in common shares of Golden Star (the “Consideration Shares”), comprised of: (i) $300,000 in common shares shall be issued on the Closing Date at a price per share of $0.30 (the “Initial Share Consideration”); (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) $0.30 (the “Floor Price”), and (ii) the volume-weighted average price for the twenty (20) trading days prior to each issuance date, in compliance with Exchange policies.
From the Cash Consideration, $375,000 shall be held back (the “Holdback”) for a period of 15 months from the Closing Date on account of customary post-closing adjustments. The Consideration Shares will be subject to a five (5) year contractual lock-up agreement, with the Share Consideration being releasable one-fifth (1/5) 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 at www.sedarplus.ca.
The terms of the Qualifying Transaction remain substantially the same as those previously disclosed in the Prior 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) 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) TSXV 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 finder’s 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 $2,000,000 (the “Equity Financing”), as further described in the Prior 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 $2,000,000 in acquisition financing (the “Debt 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 OKI
OKI is a BC 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 multi-family projects. The multi-generational business is operated by Josh Meyer, who took the helm following his father’s retirement in 2007.
About Golden Star
Golden Star is a CPC 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.
For further information, please contact:
David Redekop Chief Executive Officer and Chief Financial Officer Phone: 250-863-8914
Cautionary Notes
This news release does not constitute an offer to sell, or a solicitation of an offer to buy, any securities in the United States. Golden Star’s securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
Completion of the Qualifying Transaction is subject to several conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange requirements, majority of the minority shareholder approval. Where applicable, the Qualifying Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Qualifying Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Qualifying Transaction, any information released or received with respect to the Qualifying Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the Transaction and has neither approved nor disapproved the contents of this press release.
Neither the TSX-V nor its Regulation Services Provider (as that term is defined in the policies of the TSX-V) accepts responsibility for the adequacy or accuracy of this release.
Forward-Looking Statements
This press release contains “forward-looking information” and “forward-looking statements” within the meaning of applicable securities legislation. The forward-looking statements herein are made as of the date of this press release only, and the Company does not assume any obligation to update or revise them to reflect new information, estimates or opinions, future events or results or otherwise, except as required by applicable law.
Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects", "is expected", "budgets", "scheduled", "estimates", "forecasts", "predicts", "projects", "intends", "targets", "aims", "anticipates" or "believes" or variations (including negative variations) of such words and phrases or 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, among other things, statements relating to: the business plans of the Company following completion of the Qualifying Transaction; the Qualifying Transaction (including required regulatory approvals); the completion of the Qualifying Transaction on the terms expected, or at all; obtaining the Loan; the anticipated arm’s length nature of the Qualifying Transaction; expectations regarding shareholder approval requirements; the expected retention of key Target personnel; the expected timing and content of additional disclosure; and the expected composition of the board of directors and management of the Company on the Closing Date.
Such forward-looking statements are based on a number of assumptions of the management of the Target and the management of the Company, including, without limitation, that the parties will obtain all necessary corporate, shareholder and regulatory approvals and consents required for the completion of the Qualifying Transaction (including Exchange approval), the Company will obtain the Loan, the Qualifying Transaction will be completed on the terms and conditions and within the timeframes expected by each of the Company and Target, the board of directors and management of the Company will be composed of the individuals expected by the Company and Target, and there will be no adverse changes in applicable regulations or TSXV policies that impact the Transaction.
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.
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