Golden Cariboo Private Placement Summary and Options Granted
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 SUMMARY AND OPTION GRANT
March 22, 2024
Vancouver, Canada – Golden Cariboo Resources Ltd. (the “ Company”) (CSE -GCC/OTC-
GCCFF/WKN-A0RLEP) announces that, further to its news release of March 12, 2024, the final
tranche of the non-brokered private placement was issued. The summary of the two tranche
private placement follows. The private placement was fully subscribed with total gross proceeds
of $2,000,000. A total of 20,000,000 Units at a price of $0.10 per Unit, w ere issued. Each Unit
consisted 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. A total of
10,000,000 warrants were issued, with 6,455,000 expiring on March 8, 2029 and 3,545,000
expiring on March 21, 2029.
Finder's fees were paid in connection with the Offering . Total cash commissions of $ 89,440
($76,480 in tranche one and $12,960 in tranche two). Total broker warrants issued were
894,400 (764,800 in tranche one and 129,600 in tranche two). The broker warrants have the
same terms as the participant warrants. The proceeds of the private placement will be used for
property exploration and for general working capital.
Multilateral Instrument 61-101
Insider participation totaled 350,000 Units for $35,000 ($10,000 in t ranche one and $ 25,000 in
tranche two). The issuance of Units to insider s is considered a related party transaction subject
to Multilateral Instrument 61- 101 -- Protection of Minority Security Holders in Special
Transactions. The Company r elied 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 s did not
exceed 25 per cent of the fair market value of the Company's market capitalization.
Golden Cariboo Resources Ltd. announces the granting of 3,200,000 incentive stock options
pursuant to its stock option plan to directors and officers of the Company, as well as employees
and consultants of the Company. Each option is exercisable to purchase one common share of
the Company at a price of $0. 22 per share for a term of 5 years. The options vest immediately.
Options, and the shares issuable upon exercise, are subject to a four month hold period from
the date of grant.
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).
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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.
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.
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 activi ties 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 Quesnelle 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 ap proval 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, performance or achievements expressed or implied by such
forward-looking statements. Such risks include, without limitation: that the Company wil l not
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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 w orking capital; that the Company
may incur unanticipated costs; that the Company may not have the resources required to
pursue its exploration plans; that the Company’s operations could be adversely affected by
possible future government legislation polici es 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 expected. 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.