Golden Harp to hold shareholder meeting Jan. 6

Executive Summary

• Golden Harp Resources Inc. is seeking shareholder approval for an amended and restated mining claim purchase agreement with Timothy A. Young, a control person and non-arm's-length party, to consolidate 100% ownership of the Copper Hill property.
• The transaction involves the acquisition of initial claims and Mr. Young's remaining 51% interest in the Block A property (part of the Copper Hill joint venture) in exchange for approximately 28.2 million common shares and a 1% net smelter return (NSR) royalty.
• The transaction is subject to approval by disinterested shareholders at the Annual and Special Meeting on January 6, 2026, and final acceptance by the TSX Venture Exchange (TSX-V).

Key Details

• Transaction Structure: Amended and restated mining claim purchase agreement effective November 10, 2025, between Golden Harp Resources Inc. and Timothy A. Young.
• Consideration for Initial Claims:
  • Issuance of 8,218,460 common shares to Mr. Young.
  • Deemed issue price: ~$0.05 per share.
  • Basis: Acquisition and carrying costs of $410,923.
• Consideration for Block A Interest (51% JV Interest):
  • Issuance of 20,000,000 common shares to Mr. Young.
  • Deemed market price: $0.06 per share (market price immediately prior to Nov 10, 2025 announcement).
  • Total shares issued for Block A interest: 20 million.
• Royalty Terms:
  • Mr. Young receives a 1% Net Smelter Return (NSR) royalty on:
    • The initial claims.
    • The Main Block property (100% owned by Golden Harp).
    • The Block A property.
  • Royalty is subject to existing NSR royalties.
• Total Share Issuance: Approximately 28,218,460 common shares.
• Post-Closing Ownership:
  • Mr. Young currently holds 26,574,262 shares (76% of outstanding).
  • Post-closing, Mr. Young will hold 54,792,722 shares (87% of outstanding).
• Statutory Hold: All common shares issued to Mr. Young are subject to a 4-month and 1-day statutory hold period.
• Regulatory Context:
  • Requires ordinary resolution of disinterested shareholders under TSX-V Policy 5.3 because Mr. Young is a control person and the issuance exceeds 10% of outstanding shares on a non-diluted basis.
  • Constitutes a related-party transaction under Multilateral Instrument 61-101 (MI 61-101).
  • Exempt from formal valuation requirement under MI 61-101 Section 5.5(b) as the issuer is not listed on specified markets.
  • No formal valuation or fairness opinion was obtained; board relied on reference transaction approach (2019/2020 acquisition of 19% interest for 5.75M shares) and strategic rationale.
• Strategic Rationale:
  • Consolidate Copper Hill property into a single, contiguous district-scale land package (~10,320 hectares total: 4,830 ha Main Block + 5,490 ha Block A).
  • Eliminate joint venture constraints and partner consent requirements for future exploration, financings, and strategic alternatives.
  • Board noted that a pro-rata calculation based on the 2019 transaction would imply ~15.4M shares for the 51% interest; the proposed 20M shares represent a ~30% increase, accounting for gold price appreciation and control premiums.
• Meeting Details:
  • Annual and Special Meeting of Shareholders scheduled for January 6, 2026.
  • Proxy cut-off extended to allow proxies delivered up to the commencement of the meeting.
• Closing Conditions:
  • Receipt of final acceptance from TSX-V.
  • Receipt of disinterested shareholder approval.
  • Agreement terminates if approvals not obtained within 90 days of the effective date.

Notable Quotes

• "The board determined that the at-cost consideration structure was appropriate in the circumstances because it reflected documented acquisition and carrying costs rather than a negotiated premium, and it supported the company's land consolidation strategy while aligning the interests of minority shareholders by limiting dilution to a level derived mechanically from the agreed cost-based purchase price and the applicable TSX-V pricing mechanics."
• "The board considered maintaining the status quo, but viewed it as materially constraining the company's flexibility, as the joint venture structure would continue to require partner involvement/consent for future exploration programs, financings secured by the asset, strategic alternatives or third party transactions, and would limit the company's ability to pursue a consolidated district-scale land package strategy."