Golden Harp Resources Inc. Receives TSXV Final Acceptance and Closes Acquisition to Create District-Scale Copper Hill Land Package

Executive Summary

• Golden Harp Resources completed the amended and restated mining‑claims purchase agreement, acquiring 100% of the Copper Hill Property (≈11,500 ha) and consolidating full strategic control.
• The consideration was 28,218,460 common shares issued to Timothy A. Young, giving him ~87% of outstanding shares post‑closing; a 1 % NSR royalty was also granted.
• Concurrently, the Company borrowed C$50,000 from Mr. Young on a six‑month unsecured promissory note (9 % annual interest) for working capital.

Key Details

• Acquisition Structure – Under the Amended Acquisition Agreement (effective 2025‑11‑10):
• 100 % of Initial Mining Claims (previously announced 2025‑09‑03).
• 51 % interest in Block A Property (announced 2025‑11‑10).
• Additional mining claims within Copper Hill Property.
• Resulting Ownership – Golden Harp now holds 100 % of the contiguous Copper Hill land package (~11,500 ha).
• Share Consideration Issued at Closing –
• 8,218,460 common shares for Initial Mining Claims.
• 20,000,000 common shares for Block A interest + Additional Claims.
• Total issued: 28,218,460 common shares, subject to a statutory hold period of four months and one day.
• Royalty Agreement – 1 % net smelter return (NSR) royalty on all acquired claims (including Main Block Property); payable in cash or physical gold; perpetual with “top‑up” mechanism for delayed payments; holder may register a restriction on title under Ontario Land Titles Act.
• Assumed Obligations – Standard claim maintenance, assessment filings, and existing royalty compliance; no minimum exploration spending commitments assumed.
• Early Warning Disclosure – Post‑closing ownership of Mr. Young: ~54,792,722 common shares (≈87 % of issued & outstanding). Prior to transaction he held ~26,574,262 shares (≈76 %).
• Related Party Loan –
• Amount: C$50,000 borrowed on 2026‑01‑22 from Mr. Young.
• Instrument: Unsecured promissory note, six‑month term, payable on demand thereafter, interest 9 % per annum (compounded monthly).
• Use of proceeds: General working capital – corporate overhead, management fees, regulatory/compliance costs, professional fees, routine claim maintenance and assessment expenditures.
• Regulatory Notes – Transaction qualifies for exemption under MI 61‑101 (fair market value <25 % of market cap); no bonus securities issued.
• Board Listing – Shares remain on the NEX Board; Company not contemplating reactivation to Tier 1/2 at this time.

Notable Quotes

• Erinn B. Broshko, CEO: “The consolidation of the Copper Hill Property gives Golden Harp full strategic control of a district‑scale gold system and positions us for accelerated exploration and value creation.”