Golden Harp Resources Inc. Announces Amended Agreement to Complete Consolidation of District-Scale Land Package

Executive Summary

• Golden Harp Resources entered into an Amended Acquisition Agreement to acquire all of Timothy A. Young’s rights to the Initial Mining Claims (≈1,230 ha) and his 51 % interest in the Block A Property, expanding its land base to over 11,500 ha.
• Consideration will be paid with a total of 28,218,460 common shares issued to Mr. Young (8,218,460 for the Initial Claims + 20,000,000 for the Block A interest), subject to a four‑month statutory hold period.
• The transaction is a related‑party acquisition requiring disinterested shareholder approval and TSX Venture Exchange acceptance; upon closing Mr. Young will own ~87 % of Golden Harp’s outstanding shares.

Key Details

• Properties Acquired – Initial Mining Claims (≈1,230 ha) contiguous to the Copper Hill Property; 51 % of Block A Property (≈5,490 ha).
• Total Land Position Post‑Closing – Over 11,500 ha across Main Block (4,830 ha) and Block A (now 100 % owned).
• Share Consideration –
• 8,218,460 shares for Initial Mining Claims.
• 20,000,000 shares for 51 % interest in Block A Property.
• All shares subject to a statutory hold period of four months and one day.
• Royalty Agreement – Golden Harp will grant Mr. Young a 1 % net smelter return royalty on the acquired claims, subject to existing royalties.
• Closing Conditions – Subject to TSXV final acceptance and approval by disinterested shareholders at a special meeting; agreement terminates if not approved within 90 days.
• Related‑Party Disclosure – Transaction qualifies as a “related party transaction” under MI 61‑101 but is exempt from formal valuation requirements.
• Early Warning Disclosure – Post‑closing, Mr. Young will hold ~54.8 M shares (≈87 % of outstanding), triggering an early warning filing.
• NEX Board Status – Shares remain on the NEX board; no current plan to reactivate to Tier 1/2.

Notable Quotes

“Today's announcement marks a further and critical strategic milestone for Golden Harp… Upon closing, Golden Harp will emerge with a dominant land position covering over 11,500 hectares, and we are confident that it will add meaningful value to our exploration portfolio.” – Ian Campbell, Vice‑President, Exploration

Materiality Assessment: Material – Positive (significant expansion of the company's land package and strategic positioning in an emerging gold district, albeit with substantial share dilution).