Golden Harp closes acquisition of mining claims

Executive Summary

• Golden Harp Resources Inc. received final TSX‑V acceptance and closed the amended mining claims purchase agreement, acquiring 100 % of the Copper Hill property (~11,500 ha) and consolidating full strategic control.
• The transaction issued a total of 28,218,460 common shares to Timothy A. Young (≈80 % of outstanding shares post‑closing) and granted him a 1 % NSR royalty on the acquired claims.
• On Jan. 22 2026 the company borrowed $50,000 from Mr. Young under an unsecured promissory note (9 % annual interest, six‑month term), to be used for general working capital.

Key Details

• Acquisition Scope – 100 % of initial mining claims (announced Sep 3 2025) + 51 % interest in Block A (announced Nov 10 2025) + additional claims, resulting in a contiguous district‑scale land package of ~11,500 ha.
• Share Consideration – 8,218,460 shares for initial claims; 20,000,000 shares for Block A interest and additional claims; total 28,218,460 shares subject to a statutory hold period of four months and one day.
• Royalty Agreement – 1 % net smelter return (NSR) royalty granted to Mr. Young on all acquired claims and the Main block property; royalty is perpetual, may be paid in physical gold, includes a top‑up mechanism for delayed payments, and can be secured by a restriction on title under Ontario’s Land Titles Act.
• Ownership Impact – Prior to share issuance, Mr. Young held 26,574,262 shares (≈76 %); post‑closing he holds 54,792,722 shares (≈87 % of issued & outstanding). Early warning filing available on SEDAR+.
• Assumed Obligations – Standard claim maintenance, assessment filings, and existing royalty compliance; no minimum exploration spending commitments or other material financial obligations assumed.
• Related Party Loan – $50,000 unsecured promissory note to Mr. Young (term: 6 months, payable on demand thereafter, interest 9 % per annum compounded monthly). Proceeds for general working capital and routine claim expenses; repayment planned from future financing or cash on hand.
• Regulatory Status – Shares listed on the NEX board of TSX‑V; no current plans to reactivate to Tier 1/2.
• Exemptions – Loan qualifies for exemption from MI 61‑101 valuation and minority approval thresholds (consideration < 25 % of market cap).

Notable Quotes

(No direct quotes were provided in the release.)