Termination of Previously Announced Private Placement, Proposed New Private Placement and Warrant Amendment
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 ANNOUNCES TERMINATION OF PREVIOUSLY ANNOUNCED
PRIVATE PLACEMENT, PROPOSED NEW PRIVATE PLACEMENT AND WARRANT
AMENDMENT
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE
UNITED STATES
July 29, 2024
Vancouver, Canada – Golden Cariboo Resources Ltd. (the “ Company”) (CSE - GCC / OTC-
GCCFF / WKN- A0RLEP) announces that it has terminated its non- brokered private placement
of units (the “Prior Offering”) previously announced on May 23, 2024 and June 25, 2024, and
that it now intends to complete a non- brokered private placement (the “ Offering”) of up to
1,000,000 units of the Company (each, a “Unit”) at a price of $0.15 per Unit for gross proceeds
of up to $1,500,000. Each Unit will consist of one common share of the Company (“Share”) and
one common share purchase warrant (each, a “ Warrant”). Each Warrant is exercisable for a
period of 3 years from the closing at exercise prices as follows: $0.20 in year one, $0.22 in year
two, and $0.25 in year three.
The proceeds of the Offering will be used for property exploration and for general working
capital.
All securities to be issued pursuant to the Offering will be subject to a statutory four -month and
one day hold period. Finder's fees may be payable in connection with the Offering , all in
accordance with the policies of the Canadian Securities Exchange (the “CSE”).
None of the securities sold under the Offering have been and will not be registered under the
United States Securities Act of 1933, as amended, and no such securities may be offered or
sold in the United States absent registration or an applicable exemption from the registration
requirements. This news release shall not constitute an offer to sell or the solicitation of an offer
to buy nor shall there be any sale of the securities in the United States or any jurisdiction in
which such offer, solicitation or sale would be unlawful.
Warrant Amendment
The Company also announces that it intends to amend the exercise price of an aggregate of
2,660,000 common share purchase warrants (the “ Prior Warrants ”) issued under the Prior
Offering which closed on June 25, 2024. The Prior Warrants are currently exercisable for a
period of 3 years from the date of issuance at exercise prices as follows: $0.28 in year one,
$0.30 in year two, and $0.32 in year three. Subject to the approval of the CSE , the exercise
price of the Prior Warrants will be repriced to $0.25 for the entire term of the Prior Warrants (the
“Repricing”). All other terms of the Prior Warrants will remain the same.
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
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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.
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.
The information on the adjacent properties is not necessarily indicative of the mineralization on
the Quesnelle Gold Quartz Mine Project.
GOLDEN CARIBOO RESOURCES LTD.
“J. Frank Callaghan”
J. Frank Callaghan, President & CEO
Golden Cariboo Resources Ltd. Office: 604-682-2928
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 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 that the Repricing will be effected.
Such forward -looking statements are based on a number of assumptions of management,
including, without limitation, that the Company will receive all necessary approvals to complete
the Offering ; that t he Company will complete the Offering on the terms disclosed; 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 exp loration plans, as currently anticipated;
that the Company will not run into regulatory or other barriers in carrying out its business plans;
and t hat the Company will obtain all required corporate and regulatory approval s for the
Repricing.
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,
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intentions, activities, results, performance or achievements expressed or implied by such
forward-looking statements. Such risks include, without limitation: that the Company will not
receive the necessary 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; changes in the Company’s
business plans; that the Com pany 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 policies and controls or by
changes in applicable laws and regulations ; and that the Company may not obtain CSE and
other required approval s to effect the Repricing. 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.