UPDATE: Golden Cariboo Resources Ltd. (CSE: GCC) Announces Two Parallel Private Placements

Vancouver, Canada – Golden Cariboo Resources Ltd. (the “Company”) (CSE:GCC) (OTC:GCCFF) (WKN:A402CQ) (FSE:3TZ) announces two distinct non-brokered private placement offerings.

The Company has opened a private placement offering of units under the listed issuer financing exemption (the “ Exemption ”) under Part 5A of National Instrument 45-106 Prospectus Exemptions (“ NI 45-106 ”) for minimum gross proceeds of $1,300,000 to maximum gross proceeds of $1,690,000 (the “ Offering ”). The Offering is being conducted at a price of $0.13 per unit, with each unit consisting of one common share and one half of one share purchase warrant; two half warrants will equal one full share purchase warrant.  Each whole warrant is exercisable for a period of three years from the closing date at exercise prices as follows: $0.15 in year one, $0.18 in year two and $0.22 in year three.

Subject to compliance with applicable regulatory requirements and in accordance with NI 45-106, the Offering is being made to purchasers resident in each of the provinces and territories of Canada pursuant to the Exemption. The securities offered under the Exemption will not be subject to a hold period in accordance with applicable Canadian securities laws. Upon closing of the Offering, the Company may pay finders fees under the Offering as permitted by the policies of the CSE Exchange and applicable securities laws.

There is an offering document related to the Offering (the “ LIFE Offering Document ”) that can be accessed under the Company’s profile on SEDAR+ at www.sedarplus.ca and on the Company’s website at https://goldencariboo.com. Prospective investors should read this LIFE Offering Document before making an investment decision. As disclosed in the LIFE Offering Document, the Company intends to use the net proceeds from the Offering for a modest drill program and working capital.

Concurrently the Company has opened a private placement offering of units for gross proceeds of up to $1,000,000 (the “ Concurrent Private Placement ”). The Concurrent Private Placement is being conducted at a price of $0.10 per unit, with each unit consisting of one common share and one half of one share purchase warrant; two half warrants will equal one full share purchase warrant. Each whole warrant is exercisable for a period of three years from the closing date at exercise prices as follows: $0.15 in year one, $0.18 in year two and $0.22 in year three.

The Concurrent Private Placement is subject to Canadian Securities Exchange (“CSE”) approval and all securities from the Concurrent Private Placement are subject to a four-month hold period. Finder’s fees may be payable in connection with the private placement, all in accordance with the policies of the CSE. The proceeds from this private placement will be used for continued property exploration and for general working capital.

The securities being offered have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “ U.S. Securities Act ”), or any of the securities laws of any state of the United States, and may not be offered or sold within the United States or for the account or benefit of U.S. persons or persons in the United States except pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This news release does not constitute an offer to sell, or the solicitation of an offer to buy, any securities within the United States or to, or for the account or benefit of, U.S. persons or persons in the United States. “United States” and “U.S. person” have the meanings ascribed to them in Regulation S under the U.S. Securities Act .

The Private Placement first announced January 3, 2025 is closed.  The previously announced closings of Tranche 1 on January 28, 2025 and Tranche 2 on March 11, 2025 raised total gross proceeds of $1,212,567.

The Company also announces the amendment of warrant exercise prices as follows:

About Golden Cariboo Resources Ltd.

Golden Cariboo Resources Ltd. is rediscovering the Cariboo Gold Rush by proceeding with highly targeted drilling and trenching programs on its Quesnelle Gold Quartz Mine property which is bordered  by Osisko Development (NSE : ODV/TSXV : ODV), partly intertwined with them at the north end of the Cariboo Gold Project, and located along a favorable corridor adjacent to the Spanish and Eureka thrust faults over a 94,899 hectare (234,501 acre) area . Historically, over 101 placer gold creeks on the 90-kilometer (56 mile) trend from the Cariboo Hudson mine north to the Quesnelle Gold Quartz Mine property have recorded production and successful placer mining continues to this day.

Golden Cariboo’s Quesnelle Gold Quartz Mine property is 4 kilometers (2.5 miles) 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 old workings, is a placer creek which has seen small-scale placer production since the mid 1860s.

For further information please contact:

GOLDEN CARIBOO RESOURCES LTD.

“J. Frank Callaghan”

J. Frank Callaghan, President & CEO

Tel:  604-669-6463

VISIT OUR WEBSITE FOR MORE DETAILS

www.goldencariboo.com