Golden Star Capital Ventures Inc. Announces Closing of Qualifying Transaction

(via TheNewswire)

Vancouver, British Columbia – TheNewswire - July 31, 2026 – Golden Star Capital Ventures Inc. (the “Company”) (TSXV: GCV) is pleased to announce that it has closed its previously announced qualifying transaction (the “Qualifying Transaction”) (as defined in Policy 2.4 of the TSX Venture Exchange (the “TSXV”)) with respect to the acquisition of all of the issued and outstanding shares of Okanagan Insulation Services (2007) Ltd. (“Okanagan”). The Qualifying Transaction proceeded by way of a share purchase pursuant to which, through a wholly-owned subsidiary of the Company, GS Acquireco I Inc. (“GS Acquireco”), the Company indirectly acquired all of the issued and outstanding securities of Okanagan. Okanagan will continue to operate as an indirect wholly-owned subsidiary of the Company.

Subject to final approval of the TSXV, the common shares of the Company (the “Common Shares”), which are currently halted from trading, are expected to begin trading on the TSXV as a Tier 2 Industrial Issuer under the symbol “GCV” on August 12, 2026.

Pursuant to TSXV Policy 2.4 – Capital Pool Companies, the Company and Okanagan have filed a filing statement dated July 29, 2026 (the “Filing Statement”) with the TSXV. The Filing Statement provides disclosure respecting the Company, Okanagan and the resulting issuer following closing of the Qualifying Transaction, including financial statements of Okanagan and pro forma financial statements of the resulting issuer. The Filing Statement is available under the Company’s profile on SEDAR+ at www.sedarplus.ca.

Completion of the Qualifying Transaction and Concurrent Financing

Pursuant to the Qualifying Transaction, the former shareholders of Okanagan received a cash payment in the amount of $3,750,000, subject to customary post-closing working capital adjustments, and the Company issued an aggregate of 1,000,000 common shares in the capital of the Company (each, a “Common Share”) to the former shareholders of Okanagan at a deemed price of $0.30 per Common Share, representing the initial share consideration payable under the share purchase agreement. Additional Common Shares having an aggregate value of $100,000 shall be issued on the first anniversary of closing and additional Common Shares having an aggregate value of $350,000 shall be issued on the second anniversary of closing, in each case at a price per Common Share equal to the greater of (i) $0.30 and (ii) the 20-day volume weighted average trading price of the Common Shares prior to the applicable issuance date. The initial share consideration and the deferred share consideration are subject to a five-year lock-up, with one-fifth of such Common Shares being released on each anniversary of the closing, as more particularly described in the share purchase agreement entered into in connection with the Qualifying Transaction.

In connection with the Qualifying Transaction, the Company completed a non-brokered private placement (the “Concurrent Financing”) of 5,938,002 subscription receipts for aggregate gross proceeds of $1,781,400 (see the news releases of the Company dated May 6, 2026, May 15, 2026 and June 3, 2026). In connection with the closing of the Qualifying Transaction, each subscription receipt issued automatically converted, without payment of any additional consideration, into one Common Share. The Common Shares issued upon the conversion of the subscription receipts are subject to a hold period of four months and one day from the date of issuance of the subscription receipts.

Upon completion of the Qualifying Transaction, the Company has 29,983,002 Common Shares issued and outstanding.

Grant of Additional Options

Additionally, in connection with the Qualifying Transaction, the Company has granted an aggregate of 907,000 stock options to certain directors, officers and consultants, each exercisable at $0.30 per Common Share until September 1, 2036.

Acquisition Financing

In connection with the Qualifying Transaction, the Company, through GS Acquireco, obtained $2,000,000 in secured acquisition financing with Royal Bank of Canada (the “Acquisition Financing”). The Acquisition Financing is provided by way of a $2,000,000 non-revolving term facility with a maximum amortization period of 60 months at a fixed interest rate of 5.34% per annum, repayable in full by June 30, 2031.

The $2 million was used to fund the purchase price of the Qualifying Transaction. RBC has also committed to provide Okanagan with a working capital facility for ongoing operations and a lease facility.

The facilities are to be secured by customary security, including general security agreements from GS Acquireco and Okanagan, together with guarantees from the Compay, GS Acquireco, and Okanagan. Funding under the Commitment Letters remains subject to customary conditions precedent. The facilities are subject to final approval of the TSXV.

Finders’ Fees

No finders’ fees were payable in connection with the Qualifying Transaction, the Concurrent Financing or the Acquisition Financing.

Business of the Resulting Issuer

The Company will carry on the business conducted by Okanagan, being a BC based construction and insulation installation company, specializing in residential and commercial insulation, operating out of Kelowna, B.C. Okanagan has been in business for over 50 years, with an excellent reputation as an industry leader in insulation installation across the Okanagan Valley. Okanagan 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.

Board and Management

Following completion of the Qualifying Transaction, the directors and officers of the Company are as follows: David Redekop (President, Chief Financial Officer and Director), George Wang (Chief Executive Officer, Corporate Secretary and Director), Richard Stone (Chairman and Director), Steve Vertes (Director), and Iris Duan (Director).

Further Information

Full details of the Qualifying Transaction and related matters are set out in the Filing Statement, which can be found under the Company’s SEDAR+ profile at www.sedarplus.ca.

About the Company

Through its indirect wholly-owned subsidiary Okanagan, the Company is an insulation contracting company operating in British Columbia. Okanagan provides installation services for spray foam, blown-in (loose-fill), and batt (blanket) insulation products, serving residential new construction, residential retrofit and renovation, multi-family residential development, and commercial construction markets throughout the Okanagan Valley and the BC Interior.

For further information, please contact:

David Redekop Chief Executive 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. The Company’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.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the Qualifying Transaction and has neither approved nor disapproved the contents of this press release.

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) 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 commencement of trading of the Common Shares and the timing thereof; the classification of the Company as a Tier 2 Industrial Issuer; the issuance of additional Common Shares on the first and second anniversaries of closing pursuant to the share purchase agreement; the provision of additional financing facilities by Royal Bank of Canada, including a working capital facility and a lease facility; and other statements that are not historical facts.

Such forward-looking statements are based on a number of assumptions of the management of the Company, including, without limitation, that the Company will receive final TSXV acceptance; that there will be no adverse changes in applicable regulations or TSXV policies; that the Company will satisfy the conditions precedent to funding under the committed RBC facilities; and that the working capital and operating performance of Okanagan will be consistent with management’s expectations. 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 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: the risk that the Common Shares do not commence trading on the timing anticipated; the risk that the Final TSXV Bulletin is not issued as anticipated; the risk that funding under the committed RBC facilities is not completed on the terms anticipated or at all; changes in legislation or TSXV policies; general business, economic, competitive, political and social uncertainties; risks associated with the construction and insulation industry; and other risk factors disclosed under the heading “Risk Factors” in the filing statement of the Company. Such forward-looking information represents the best judgment of 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 any of its 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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