Golden Harp to acquire mining claims from Young

Executive Summary

• Golden Harp Resources Inc. has entered into a definitive agreement to acquire 79 mining claims (approx. 1,229 hectares) from Timothy A. Young, which are contiguous or proximate to its Copper Hill property and adjacent to Aris Mining Corp.'s Juby gold project.
• The transaction involves the issuance of 8,218,460 common shares to Mr. Young, resulting in him holding approximately 80% of the company's issued and outstanding shares post-closing.
• The acquisition is subject to customary conditions, including TSX Venture Exchange approval and disinterested shareholder consent, as Mr. Young is a non-arm's-length control person.

Key Details

• Asset Acquired: 79 mining claims covering approximately 1,229 hectares.
• Location/Context: Claims are contiguous or in close proximity to Golden Harp’s Copper Hill property; some are within the boundaries of Aris Mining Corp.'s adjacent Juby gold project.
• Consideration: 8,218,460 common shares of Golden Harp Resources Inc.
• Purchase Price Basis: $410,923, representing Mr. Young's acquisition and carrying costs.
• Royalty Terms: Golden Harp granted Mr. Young a 1% net smelter return (NSR) royalty on the acquired claims.
• Shareholder Impact: Upon closing, Mr. Young’s total beneficial ownership will rise to 34,792,722 shares (approx. 80% of issued and outstanding shares on a non-diluted basis), up from existing holdings of 26,574,262 shares.
• Regulatory/Approval Conditions:
  • Subject to TSX Venture Exchange final acceptance.
  • Subject to disinterested shareholder approval by written consent (majority of issued shares).
  • Exempt from formal valuation and minority approval requirements under Multilateral Instrument 61-101 as consideration does not exceed 25% of market capitalization.
• Share Restrictions: Consideration shares are subject to a statutory hold period of four months and one day from issuance.
• Early Warning Report: Mr. Young is required to file an early warning report due to crossing the 10% beneficial ownership threshold.
• Listing Status: Shares trade on the NEX board of the TSX-V; no plans to reactivate to Tier 1 or 2 at this time.

Notable Quotes

• Ian Campbell, Vice-President, Exploration: "Today's announcement marks an important strategic milestone for Golden Harp. The acquisition of these mining claims will be highly complementary to our principal Copper Hill property... Upon closing, we expect the consolidation to give Golden Harp a dominant land position in this emerging gold district, and we are confident that it will add meaningful value to our exploration portfolio."