February 14, 2024 – TheNewswire – Vancouver, Canada – Golden Cariboo Resources Ltd. (the “Company”) (CSE:GCC) / (OTC:GCCFF) / (WKN:A0RLEP) announces it has completed the shares for debt transaction announced on January 22, 2024.  The debt settlement was with two non-arm’s length creditors and one arm’s length creditor (collectively, the “Creditors”). The Company has issued to the Creditors an aggregate of 4,232,503 units of the Company (each, a “Unit”) at a price of $0.10 per Unit in full and final settlement of accrued and outstanding indebtedness in the aggregate amount of $423,250 (the “Debt Settlement”).

Each Unit consists of one common share in the capital of the Company (each, a “Common Share”) and one-half Common Share purchase warrant of the Company (each, a “Warrant”). Each whole Warrant entitles the holder to purchase one additional Common Share (each, a “Warrant Share”) for a period of 5 years from the date of issue at exercise prices as follows: $0.12 in year one, $0.14 in year two, $0.16 in year three, $0.18 in year four, and $0.20 in year five.

The Units are subject to a statutory hold period of four months from the date of issuance, in accordance with applicable policies of the Canadian Securities Exchange.

None of the foregoing securities have been and will not be registered under the United States Securities Act of 1933, as amended (the “1933 Act”) or any applicable state securities laws and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the 1933 Act) or persons in the United States absent registration or an applicable exemption from such registration requirements.  This news release does not constitute an offer to sell or the solicitation of an offer to buy, nor will there be any sale of the foregoing securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

Multilateral Instrument 61-101

The issuance of the Units to the non-arm’s length Creditor will constitute a “related party transaction” as defined under Multilateral Instrument 61-101 – Protection of Minority Securityholders in Special Transactions (“MI 61-101”). The Company is exempt from the requirements to obtain a formal valuation and minority shareholder approval in connection with the non-arm’s length Creditor’s participation in the Debt Settlement in reliance on sections 5.5(g) and 5.7(1)(e) of MI 61-101, which provide an exemption where certain financial hardship criteria set out in MI 61-101 are met. The Company’s decision to rely on the financial hardship exemption was made upon the recommendation of the independent directors of the Company, all of whom are unrelated to the non-arm’s length Creditor, with respect to the merits of the Debt Settlement and the resulting approval of the Settlement Agreements by the board of directors of the Company. The Company did not file a material change report more than 21 days before the expected closing of the Debt Settlement as the details of the Debt Settlement and the participation therein by the non-arm’s length Creditor were not settled until recently and the Company wishes to close on an expedited basis for sound business reasons.

Early Warning Disclosure

In connection with the Debt Settlement, Frank Callaghan (“Mr. Callaghan”), through Standard Drilling and Engineering Ltd., a company of which he is the sole shareholder, will acquire an aggregate of 4,000,000 Common Shares at a price of $0.10 per Common Share and 2,000,000 whole Warrants, each exercisable to acquire one additional Common Share at exercise prices as follows: $0.12 in year one, $0.14 in year two, $0.16 in year three, $0.18 in year four, and $0.20 in year five (the “Acquisition”). The Acquisition requires disclosure pursuant to the early warning requirements of applicable securities laws. Mr. Callaghan is the CEO, President and a Director of the Company.

Mr. Callaghan currently owns and exercises control or direction over an aggregate of 3,340,981 Common Shares representing approximately 23.02% of the issued and outstanding Common Shares on a non-diluted basis. Upon completion of the Debt Settlement, Mr. Callaghan will own or exercise control or direction over a total of 7,340,981 Common Shares and 2,000,000 Warrants, which will represent approximately 39.16% of the issued and outstanding Common Shares on a non-diluted basis and approximately 45.03% of the issued and outstanding Common Shares on a partially-diluted basis.

Mr. Callaghan may from time to time and depending on market and other conditions and subject to the requirements of applicable securities laws, dispose or acquire additional Common Shares through market transactions, private agreements, treasury issuances, exercises of convertible securities or otherwise, or may, subject to the requirements of applicable securities laws, sell all or some portion of the Common Shares he owns or controls, or may continue to hold the Common Shares.

This disclosure is being provided in accordance with National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues in connection with the filing of an early warning report by Mr. Callaghan in respect of the Acquisition, which report will contain additional information with respect to the foregoing matters. A copy of the early warning report will be filed by Mr. Callaghan in accordance with applicable securities laws and will be available on the Company’s issuer profile on SEDAR at www.sedarplus.ca.

About Golden Cariboo Resources Ltd.

Golden Cariboo Resources Ltd. is rediscovering the Cariboo Gold Rush by proceeding with high-grade targeted drilling and trenching programs on its Quesnelle Gold Quartz Mine project which is almost fully encircled on 3 of 4 sides by Osisko Development (NSE-ODV/TSXV-ODV). Historically, over 101 placer gold creeks on the 90 km trend from the Cariboo Hudson mine north to the Quesnelle Gold Quartz mine have recorded production in excess of 2.6 million ounces of gold up to 1933 (Hall, 1986) and successful placer mining continues to this day.

Golden Cariboo’s Quesnelle Gold Quartz Mine property is 4 km northeast of, and road accessible from, Hixon in central British Columbia. The Property includes the Quesnelle Quartz gold-silver deposit, which was discovered in 1865 in conjunction with placer mining activities and produced 2,048 tonnes grading 3.14 g/t Au and 4.18 g/t Ag in 1932 and 1939, with an additional 217 tonnes of unknown grade reported in 1878 (BC Minfile, 2021). Hixon Creek, which dissects the Quesnelle Gold Quartz Mine property, is a placer creek which has seen limited, small-scale placer production since the mid 1860’s. From Ministry of Mines Reports prior to 1945, estimates of up to $2,000,000 worth of placer gold was mined from Hixon Creek.

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GOLDEN CARIBOO RESOURCES LTD.

“J. Frank Callaghan”

J. Frank Callaghan, President & CEO

Neither the “CSE” Canadian Securities Exchange nor its Regulation Service Provider (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release.

Cautionary Statements:

This news release contains statements which constitute “forward-looking information” within the meaning of applicable securities laws, including statements regarding the plans, intentions, beliefs and current expectations of the Company with respect to future business activities and plans of the Company. Forward-looking information is often identified by the words “may”, “would”, “could”, “should”, “will”, “intend”, “plan”, “anticipate”, “believe”, “estimate”, “expect” or similar expressions and includes information regarding; and Company’s exploration plans with respect to its Quesnelle Gold Quartz Mine property.

Such forward-looking statements are based on a number of assumptions of management, including, without limitation, that the Company will have the resources required to proceed with its exploration plans; and that the Company will not run into regulatory or other barriers in carrying out its business plans.

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 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: that the Company may incur unanticipated costs; that the Company may not have the resources required to pursue its exploration plans; and that the Company’s operations could be adversely affected by possible future government legislation policies and controls or by changes in applicable laws and regulations. Such forward-looking information represents management’s best judgment 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 news release. Neither the Company nor any of its representatives shall have any liability whatsoever, under contract, tort, trust or otherwise, to you or any person resulting from the use of the information in this news release by you or any of your representatives or for omissions from the information in this news release.

The forward-looking statements herein speak only as of the date they were originally made. The Company has no intention and undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

This article was published by CFN Enterprises Inc. (OTCQB: CNFN), owner and operator of CFN Media, the industry’s leading agency and digital financial media network dedicated to the burgeoning CBD and legal cannabis industries. Call +1 (833) 420-CNFN for more information.

About Ryan Allway

Mr. Allway has over a decade of experience in the financial markets as both a private investor and financial journalist. He has been actively involved in the cannabis industry since its inception, covering public and private companies.

January 15, 2024

Vancouver, Canada – Golden Cariboo Resources Ltd. (the “Company”) (GCC-CSE/GCCFF-OTC/ A0RLEP-WKN) is pleased to announce the appointment of Mr. J. Frank Callaghan to the Company’s Board of Directors and as the Company’s President and Chief Executive Officer (CEO), effective immediately. With a wealth of experience in the mining industry, Mr. Callaghan brings a strong leadership background and a proven mine making track record to the Company.

Mr. Callaghan’s progressive career in the BC and Yukon mining industry spans over 30 years in the Gold Bridge/Bralorne, Goldstream/Revelstoke, Wells/Barkerville and Atlin gold camps, including 20 years in the Smithers Cu-Ag-Au and Keno Hill Ag-Pb-Zn camps, culminating in bringing two gold mines into production. Mr. Callaghan is originally responsible for the strategic plan leading to the discovery, financing and initial feasibility work for Osisko Development Corp’s (ODV-TSX.V/ODV-NYSE) Cariboo Gold Project. Mr. Callaghan began assembling the Cariboo Gold Project near Wells in central BC in 1994, made the original Bonanza Ledge Discovery in 2000, processed a 10,000 tonne bulk sample in 2004 at the Mt. Polley Mine, completed approximately 150,000 meters of drilling which was subsequently twinned and expanded upon by Osisko to achieve similar results, initiated the usage of ore sorting technology that is being utilized today, advanced long term environmental studies, established meaningful engagement with the Lhtako Dene Nation and commissioned traditional use studies resulting in the signing of a mutually beneficial Memorandum of Understanding (MOU) in 2000.

Additionally, in 2009 Mr. Callaghan acquired the (Quesnel River) QR Mine and Mill then rebuilt the mill, re-established underground mining operations and resumed gold production from the QR Mine in 2010. The company began trucking ore from the Bonanza Ledge Mine on a Small Mines Permit to the QR mill facility near Quesnel and poured the first gold bar from the Bonanza Ledge in July 2014.

Commenting on his appointment, Mr. Callaghan stated “I am honoured to lead such a dynamic and forward-thinking organization. This team brought the Bonanza Ledge Mine from the discovery stage through to production while I was CEO of Barkerville Gold Mines before the acquisition of the company for $330 million dollars by Osisko Royalties, which was then spun into Osisko Development. I feel strongly that we can do it again as there is potential in a similar geological setting at the Company’s Quesnelle Gold Quartz Mine property (the “Property”) near Hixon, BC.”

Mr. Callaghan continued  “The Property lies approximately 70km north and along the trend to Osisko’s “beachhead” Cariboo Gold Project” Cariboo Gold Project, with planned gold production near Wells set to begin in 2024 with a 12-year mine life averaging 163,695 ounces per year (ODV NR 01-03-2023) and trucking sorted ore to the QR milling facility. After pouring through historic data and utilizing boots on the ground prospecting, surface “float” from historic underground operations was discovered with similar alteration and mineralization to the Bonanza Ledge Mine near Wells. Together with this talented team, we will strive to build on past achievements as we advance exploration and the potential development of the Property that Osisko has now almost fully encircled through subsequent land acquisitions.” See Company website www.goldencariboo.com

Mr. Tom Kennedy, former CEO of the Company, has been named Chief Operating Officer (COO) by the Company’s Board of Directors. Mr. Kennedy expressed confidence in Mr. Callaghan’s ability to lead the Company into its next phase of growth. Mr. Kennedy stated, “We are thrilled to welcome back Frank as our CEO. Frank’s extensive industry knowledge, coupled with a strategic vision, aligns seamlessly with Golden Cariboo Resources’ goals. We believe that his leadership will play a pivotal role in driving the Company forward.”.

The Board of Directors would like to sincerely thank Mr. Tom Kennedy for his tireless work commitment and leadership in guiding the Company to this stage as CEO. We look forward to working together with Mr. Kennedy in his new role as COO. Mr. Callaghan added, “I have had the pleasure of working along side Tom in board roles since we met in 1990 and look forward to continuing our amazing working relationship”.

About Golden Cariboo Resources Ltd.

Golden Cariboo Resources Ltd. is rediscovering the Cariboo Gold Rush by proceeding with high-grade targeted drilling and trenching programs on its Quesnelle Gold Quartz Mine project which is almost fully encircled on 3 of 4 sides by Osisko Development Corp. (ODV-TSX.V/ODV-NYSE). Historically, over 101 placer gold creeks on the 90 km trend from the Cariboo Hudson Mine north to the Quesnelle Gold Quartz Mine have recorded production in excess of 2.6 million ounces of gold up to 1933 (Hall, 1986) and successful placer mining continues to this day.

Golden Cariboo’s Quesnelle Gold Quartz Mine property is 4 km northeast of, and road accessible from, Hixon in central British Columbia.  The Property includes the Quesnel Quartz gold-silver deposit, which was discovered in 1865 in conjunction with placer mining activities and produced 2,048 tonnes grading 3.14 g/t Au and 4.18 g/t Ag in 1932 and 1939, with an additional 217 tonnes of unknown grade reported in 1878 (BC Minfile, 2021). Hixon Creek, which dissects the Hixon Gold claims, is a placer creek which has seen limited, small-scale placer production since the mid 1860’s. From Ministry of Mines Reports prior to 1945, estimates of up to $2,000,000 worth of placer gold was mined from Hixon Creek.

GOLDEN CARIBOO RESOURCES LTD.

“Andrew H Rees”

Andrew H Rees, Director

Neither the “CSE” Canadian Securities Exchange nor its Regulation Service Provider (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release.

This news release contains certain forward-looking statements which involve known and unknown risks, delays, and uncertainties not under the control of Golden Cariboo Resources Ltd. which may cause actual results, performance or achievements of Golden Cariboo Resources Ltd. to be materially different from the results, performance or expectation implied by these forward-looking statements.  By their nature, forward-looking statements involve risk and uncertainties because they relate to events and depend on factors that will or may occur in the future.  Actual results may vary depending upon exploration activities, industry production, commodity demand and pricing, currency exchange rates, and, but not limited to, general economic factors.

This article was published by CFN Enterprises Inc. (OTCQB: CNFN), owner and operator of CFN Media, the industry’s leading agency and digital financial media network dedicated to the burgeoning CBD and legal cannabis industries. Call +1 (833) 420-CNFN for more information.

About Ryan Allway

Mr. Allway has over a decade of experience in the financial markets as both a private investor and financial journalist. He has been actively involved in the cannabis industry since its inception, covering public and private companies.