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Golden Star Capital Ventures Inc. Announces Definitive Agreement for Qualifying Transaction
Vancouver, British Columbia, Canada — June 23, 2026 — Leads & Copy — Golden Star Capital Ventures Inc. (“Golden Star” or the “Company”), a Capital Pool Company operating under TSX Venture Exchange Policy 2.4, announced today it has entered into a definitive share purchase agreement to acquire Okanagan Insulation Services (2007) Ltd. (“OKI”), a construction and insulation installation business. This acquisition is set to be Golden Star’s “Qualifying Transaction” as defined by Exchange Policy 2.4.
The Definitive Agreement, dated June 22, 2026, outlines an aggregate purchase price of up to $4,500,000 for OKI. The consideration will be comprised of $3,750,000 in cash, subject to a holdback, payable on the closing date. An additional $750,000 will be paid in Golden Star common shares. These shares will be issued in tranches: $300,000 on the closing date at $0.30 per share, $100,000 on the first anniversary of closing, and $350,000 on the second anniversary of closing. The deferred share consideration will be issued at a price per share that is the greater of $0.30 or the volume-weighted average price for the twenty trading days prior to each issuance date, in accordance with Exchange policies.
A holdback of $375,000 from the cash consideration will be retained for 15 months post-closing to cover customary adjustments. The common shares issued as consideration will be subject to a five-year contractual lock-up agreement, with one-fifth of the shares released annually, starting on the first anniversary of the closing date. These terms are expected to exceed the standard escrow and resale restrictions mandated by TSX-V policies and securities laws.
The terms of the Qualifying Transaction remain largely consistent with previous announcements, with modifications to the floor price and lock-up arrangements. The anticipated closing date for the transaction is on or about July 30, 2026. Completion is contingent upon standard closing conditions, including no material adverse change in OKI's business, compliance of OKI's financial statements with TSX-V requirements, receipt of necessary regulatory approvals and consents, execution of employment agreements with key management, and TSX-V approval.
Following the acquisition, OKI will function as a wholly owned subsidiary of Golden Star, with its existing leadership team remaining in place to ensure operational continuity and a smooth transition. Golden Star does not anticipate paying any finder’s fees or commissions in connection with this transaction.
In connection with the Qualifying Transaction, Golden Star has raised $1,781,400 through non-brokered private placements of subscription receipts, as previously disclosed. The company also intends to secure $2,000,000 in acquisition financing from the Royal Bank of Canada, with further details to be released in due course.
Trading of Golden Star's common shares is currently halted on the TSX-V and will remain so pending the Exchange's review of the Qualifying Transaction and the satisfaction of conditions for trading resumption, which is not expected before the transaction closes.
OKI, based in Kelowna, B.C., is a construction and insulation installation company with over 50 years of experience serving residential and commercial clients across the Okanagan Valley. The multi-generational business is currently led by Josh Meyer.
Golden Star is a Capital Pool Company established to identify and evaluate potential acquisitions of commercially viable businesses and assets.