December 20, 2024 – TheNewswire - Vancouver, British Columbia, Canada – Golden Star Capital Ventures Inc. (“Golden Star” or the “Company”), a capital pool company, is pleased to announce that, further to its press releases of October 22, 2024 and December 9, 2024, it has completed the closing of its first tranche non-brokered private placement by issuing an aggregate of 9,060,000 common shares, at a price of $0.10 per share, for gross proceeds of up to $906,000 (the “Offering”). The common shares issued under the Offering are subject to a hold period expiring on April 21, 2025.

As a result of the closing of the private placement, there are now 19,060,000 common shares of the Company issued and outstanding. The private placement was carried out pursuant to prospectus exemptions of applicable securities laws and is subject to final acceptance by the TSX Venture Exchange (the “Exchange”).

The Company is a “Capital Pool Company”, as defined under the policies of the TSXV (“CPC Policy”). The Company does not have any agreement, agreement in principal or any other arrangement with any party in connection with a potential Qualifying Transaction. Proceeds from the Offering will be used for audit, legal, and, general working capital, due diligence costs related to identifying and evaluating assets or businesses for a potential Qualifying Transaction, financing or partially financing the acquisition of significant assets in connection with a Qualifying Transaction or for working capital after completion of a Qualifying Transaction. In the event that a proposed Qualifying Transaction is identified, a portion of the private placement proceeds may be used as an advance to the target company for the purposes of preserving its assets prior to closing of the transaction.

Certain directors and officers subscribed for $253,500 of the Offering and has agreed to place the 2,535,000 common shares issued at closing in escrow in accordance the policies of the Exchange in order to satisfy his ownership obligations under Policy 2.4 of the Exchange. The subscriptions by the directors and officers constitute related-party transactions as defined in Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101").  The foregoing subscriptions are exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as the fair market value of the common shares sold to the directors and officers does not exceed 25% of the Company's market capitalization.

Early-Warning Reporting Matters and MI 61-101 and TSXV Policy 5.9 Disclosure‎

As a result of his participation in the Offering, Charles Steven Vertes, Director of Golden Star, acquired beneficial ‎ownership of 2,000,000 Common Shares. Prior to the Offering, Mr. Vertes held 1,500,0000 ‎Common Shares, being 15.0% of the issued and outstanding Common Shares of Golden Star prior to the ‎ Offering. As a result of the Offering, the amount of Common Shares beneficially ‎held by Mr. Vertes is 3,500,000, amounting to 18.36% of the issued and outstanding Common ‎Shares of Golden Star on a diluted and non-diluted basis. Mr. Vertes participated in the Offering ‎pursuant to an exemption from the prospectus requirements, and participated on equal terms ‎available to all subscribers under the Offering, purchasing Common Shares at a price of ‎‎$0.10 per share for a total consideration of $200,000 paid to Golden Star. Mr. Vertes participated in the Offering in the ordinary course of business and acquired the ‎Common Shares for ‎investment purposes. In accordance with applicable securities laws and subject to ‎applicable stock ‎exchange requirements, Mr. Vertes may from time to time and at any time directly or ‎otherwise, ‎increase or decrease his ownership, control or direction of Common Shares and/or other ‎equity, ‎debt or other securities or instruments of Golden Star in the open market, ‎by privately negotiated ‎agreement, or otherwise. ‎A copy of the Early Warning Report in relation to Mr. Vertes’s participation ‎in the Offering will be filed under Golden Star’s profile on https://www.sedarplus.ca/.‎

For further information, please see Golden Star’s profile on SEDAR+ at: https://www.sedarplus.ca/

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 TSXV, 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

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

This press release contains forward-looking statements and forward-looking information within the meaning of ‎applicable securities laws. All statements, other than statements of historical fact, are forward-looking information and are based on expectations, estimates and projections as at the date of this press release. Any statement that discusses predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as “expects”, or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “forecasts”, “estimates”, “believes” or “intends” or variations of such words and phrases or stating that certain actions, events or results “may” or “could”, “would”, “might” or “will” be taken to occur or be achieved) are not statements of historical fact and may be forward-looking information. In disclosing the forward-looking information contained in this press release, the Corporation has made certain assumptions. Although the Corporation believes that the expectations reflected in such forward-looking information are reasonable, it can give no assurance that the expectations of any forward-looking information will prove to be correct. Known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking information. Such factors include, but are not limited to: availability of financing; delay or failure to receive board, shareholder or regulatory approvals; and general business, economic, competitive, political and social uncertainties. Accordingly, readers should not place undue reliance on the forward-looking information contained in this press release. Except as required by law, the Corporation disclaims any intention and assumes no obligation to update or revise any forward-looking information to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward-looking information or otherwise.