Golden Cariboo Private Placement - Final Tranche
GOLDEN CARIBOO RESOURCES LTD.
804 –750 WEST PENDER STREET
VANCOUVER, B.C. CANADA V6C 2T7
TELEPHONE: 604-682-2928
FAX: 604-685-6905
GOLDEN CARIBOO PRIVATE PLACEMENT – FINAL TRANCHE
March 12, 2024
Vancouver, Canada – Golden Cariboo Resources Ltd. (the “ Company”) (CSE -GCC/OTC-
GCCFF/WKN-A0RLEP) announces that, further to its news release of January 22, 2024, the
company will be applying to close tranche two of the non -brokered private placement in the
amount of $709,000. After the CSE review period has elapsed a total of 7 ,090,000 Units at a
price of $0.10 per Unit, will be issued. Each Unit will consist of one common share and one -half
share purchase warrant; each full warrant is exercisable for a period of 5 years from the closing
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. This is the final tranche. The private placement was fully
subscribed with total gross proceeds of $2,000,000.
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.
The Offering is subject to CSE approval and all securities will be subject to a four month hold
period. Finder's fees may be payable in connection with t he Offering, all in accordance with the
policies of the CSE. The proceeds will be used for property exploration and for general working
capital.
Multilateral Instrument 61-101
The second tranche includes insider participation of 250,000 Units for $25,000. Total insider
participation for the private placement was $35,000. The issuance of Units to an insider is
considered a related party transaction subject to Multilateral Instrument 61- 101 -- Protection of
Minority Security Holders in Special Transactions . The Company intends to rely on exemptions
from the formal valuation and minority shareholder approval requirements provided under
sections 5.5(a) and 5.7(a) of Multilateral Instrument 61- 101 on the basis that the participation in
the Offering by the insider will not exceed 25 per cent of the fair market value of the Company's
market capitalization.
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 and successful placer
mining continues to this day.
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Golden Cariboo’s Quesnelle Gold Quartz Mine property is 4 km northeast of, and road
accessible from, Hixon in central British Columbia. The property i ncludes the Quesnelle Quartz
gold-silver deposit, which was discovered in 1865 in conjunction with placer mining activities.
Hixon Creek, which dissects the Quesnelle Gold Quartz Mine property, is a placer creek which
has seen small-scale placer production since the mid 1860's.
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; the expectation that the Company will
receive all necessary exemptions and approvals to complete the Offering; the expectation that
the Company will complete the Offering on the terms disclosed, or at all; the expectation that the
proceeds will be used for property exploration and for general working capital; the Company’s
exploration plans with respect to its Ques nelle Gold Quartz Mine property ; and the anticipated
participation of the insider in the Offering.
Such forward -looking statements are based on a number of assumptions of management,
including, without limitation, that the Company will receive all necessary exemptions and
approvals to complete the Offering; that the Company will complete the Offering on the terms
disclosed, or at all ; that the proceeds will be used for property exploration and for general
working capital ; that the Company will have the resources required to proceed with its
exploration plans; that the Company will not run into regulatory or other barriers in carrying out
its business plans; that the insider will participate in the Offering, on the terms and conditions
and in the amount currently expected by management; and that the Company will be able to rely
on the exemption from the formal valuation and minority shareholder approval requirements on
the basis anticipated.
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, per formance or achievements expressed or implied by such
forward-looking statements. Such risks include, without limitation: that the Company will not
receive the necessary exemptions and approvals to complete the Offering; that the Company
will not complete the Offering on the terms disclosed, or at all ; that the Company will be unable
to use the proceeds for property exploration and for general working capital; that the Company
may incur unanticipated costs; that the Company may not have the resources requir ed to
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pursue its exploration plans; 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; that the insider may not participate in the Offering on the terms and conditions
and in the amount currently expected by management, or at all; and that the Company may not
be able to rely on the exemption from the formal valuation and minority shareholder approval
requirements on the basis currently ex pected. 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 representativ es 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.