Golden Harp Resources Inc. Mails Management Information Circular for January 6, 2026 Annual and Special Meeting and Provides Additional Information Regarding Proposed Related Party Transaction

Executive Summary

• Golden Harp Resources is seeking shareholder approval at its Jan 6, 2026 meeting for an amended and restated mining claims purchase agreement with control person Timothy A. Young, which would issue ~28.2 million common shares and grant a 1% NSR royalty to consolidate 100% ownership of the Copper Hill Property.
• The transaction requires both minority‑shareholder approval under MI 61‑101 and final acceptance by the TSX Venture Exchange; proxy cut‑off has been extended to the start of the meeting.
• Post‑closing, Mr. Young’s beneficial ownership would increase from ~76% to ~87% of the company’s common shares.

Key Details

• Proxy Extension: Proxies will be accepted up to the commencement of the Jan 6, 2026 meeting.
• Amended Acquisition Agreement (effective 10 Nov 2025):
• Initial Claims: Issuance of 8,218,460 common shares at a deemed price of ≈ $0.05 per share plus a 1% NSR royalty on the Initial Claims.
• Young Block A Interest: Issuance of 20,000,000 common shares at a deemed market price of $0.06 per share plus a 1% NSR royalty on the Main Block and Block A properties (subject to existing royalties).
• Statutory Hold Period: All shares issued to Mr. Young are subject to a four‑month‑plus‑one‑day hold period from issuance.
• Royalty Arrangement: 1% net smelter return royalty granted on the Initial Claims, Main Block Property and Block A Property (subject to existing royalties).
• Ownership Impact:
• Pre‑closing: Mr. Young beneficially owns ~26.6 million shares (≈ 76%).
• Post‑closing: Beneficial ownership rises to ~54.8 million shares (≈ 87%).
• Board Rationale: Consolidating full ownership eliminates joint‑venture constraints, improves strategic flexibility for exploration, financing and potential future transactions, and aligns Mr. Young’s interests with minority shareholders while limiting cash outlay.
• Approval Requirements: Transaction must obtain:
• Disinterested shareholder approval (minority approval under MI 61‑101).
• Final acceptance by the TSX Venture Exchange within 90 days of the agreement’s effective date, otherwise the agreement terminates.
• Closing Conditions: Standard customary conditions; subject to TSXV acceptance and shareholder approval.
• NEX Board Status: Company remains on the NEX Board; no immediate plans to reactivate to Tier 1 or 2.

Notable Quotes

• “The Board determined that the royalty was a commercially reasonable mechanism to facilitate consolidation while minimizing near‑term cash requirements, aligning Mr. Young’s ongoing economic interest with the long‑term success of the project.” – Erinn B. Broshko, CEO

All material information is drawn from the press release; forward‑looking statements are subject to the usual risk factors.