Golden Harp to acquire mining claims from Young

Mr. Erinn Broshko reports GOLDEN HARP RESOURCES INC. ANNOUNCES AGREEMENT TO ACQUIRE MINING CLAIMS Golden Harp Resources Inc. has entered into a definitive agreement with Timothy A. Young to acquire all of his right, title and interest, subject to certain existing net smelter return royalties, in and to 79 mining claims covering approximately 1,229 hectares. These claims are contiguous or in close proximity to Golden Harp's existing Copper Hill property, and certain of which are located within the boundaries of Aris Mining Corp.'s adjacent Juby gold project. Ian Campbell, Golden Harp's vice-president, exploration, commented: "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, which lies directly along geological trend from Aris Mining's Juby gold deposit. 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." In connection with the acquisition agreement, Golden Harp and Mr. Young have entered into a separate royalty agreement, pursuant to which Golden Harp has agreed to grant to Mr. Young a 1-per-cent net smelter return royalty on the mining claims. Purchase price and consideration The purchase price for the mining claims is $410,923, which represents Mr. Young's acquisition and carrying costs in respect of the claims, and will be satisfied by the issuance to Mr. Young of 8,218,460 common shares of Golden Harp. The consideration shares will be subject to a statutory hold period of four months and one day from the date of issuance. Closing conditions Closing of the transactions contemplated by the acquisition agreement and royalty agreement remains subject to customary conditions, including receipt of final acceptance from the TSX Venture Exchange. If TSX-V approval is not obtained within 90 days, the agreements will terminate in accordance with their terms. Shareholder approval and related party disclosure The acquisition of the claims is subject to disinterested shareholder approval, which Golden Harp intends to obtain by written consent from shareholders holding a majority of the company's issued shares. Such approval is required under TSX-V Policy 5.3 as: (a) Mr. Young is a non-arm's-length party and a control person of Golden Harp under TSX-V Policy 1.1 and the issuance of the consideration shares will exceed 10 per cent of the company's outstanding shares on a non-diluted basis; and (b) the evidence of value in respect of certain of the claims does not meet the prescribed methods. The transaction also constitutes a related party transaction under Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions, but is exempt from the formal valuation and minority approval requirements as neither the fair market value of the consideration shares nor the consideration payable exceeds 25 per cent of the company's market capitalization. Early warning disclosure Upon closing of the acquisition, Mr. Young will acquire ownership and control of 8,218,460 additional common shares of Golden Harp, which, together with his existing holdings of 26,574,262 common shares, will result in beneficial ownership of 34,792,722 common shares, representing approximately 80 per cent of the company's issued and outstanding shares on a non-diluted basis. Mr. Young has advised that the shares will be acquired for investment purposes and that he may, from time to time, acquire or dispose of securities of Golden Harp in the future. An early warning report will be filed by Mr. Young in accordance with applicable securities laws and will be available under Golden Harp's profile on SEDAR+. NEX board Golden Harp's common shares are listed on the NEX board of the TSX-V. At this time, Golden Harp is not contemplating a reactivation of the company from the NEX board to Tier 1 or 2 of the TSX-V. About Golden Harp Resources Inc. Golden Harp is a Canadian mineral exploration company. Its principal asset is the Copper Hill property in Northern Ontario. Golden Harp is a reporting issuer in British Columbia, Alberta and Ontario and its shares trade on the NEX board of the TSX-V under the symbol GHR.H. We seek Safe Harbor.