Subject: Press Release/News Attached for Distribution on Stockwatch.com
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File: Attachment GHR Press Release re Acquisition of Mining Claims (2025-09-03 FINAL).pdf
Golden Harp Resources Inc.
Announces Agreement to Acquire Mining Claims
For Immediate Release September 3, 2025
VANCOUVER, BRITISH COLUMBIA Golden Harp Resources Inc. (TSX Venture: GHR.H)
("Golden Harp"), a Canadian mineral exploration company, today announced that it has
entered into a definitive agreement (the "Acquisition 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 Corporation'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."
2
In connection with the Acquisition Agreement, Golden Harp and Mr. Young have entered
into a separate royalty agreement (the "Royalty Agreement") pursuant to which Golden
Harp has agreed to grant to Mr. Young a 1% 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").
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 ("TSXV"). If TSXV 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 TSXV Policy 5.3 as: (a) Mr. Young
is a "Non-Arm's Length Party" and a "Control Person" of Golden Harp under TSXV Policy 1.1
and the issuance of the Consideration Shares will exceed 10% 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% 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% 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.
3
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+ at www.sedarplus.ca.
NEX Board
Golden Harp's common shares are listed on the NEX board of the TSXV. At this time,
Golden Harp is not contemplating a reactivation of the company from the NEX board to
Tier 1 or 2 of the TSXV.
Contact:
Erinn B. Broshko
Chief Executive Officer
Email goldenharpresources@gmail.com
About Golden Harp
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 TSXV under the symbol
"GHR.H".
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture
Exchange) accepts responsibility for the adequacy or accuracy of this release.
Cautionary Note Regarding Forward-Looking Information
Except for the statements of historical fact contained herein, certain information presented herein constitutes "forward-looking
information", particularly statements concerning obtaining TSXV approval, and closing, of the proposed acquisition of mining claims from
Mr. Young and the importance and potential value to Golden Harp if such acquisition is completed. Such statements contained in this
press release are solely opinions and forecasts which are uncertain and subject to risks. Forward-looking information includes, but is not
limited to, uncertainties and other factors which may cause the actual results, performance or achievements of Golden Harp to be
materially different from any future results, performance or achievements expressed or implied by such forward-looking information.
Such forward-looking information is not a guarantee of future performance and is subject to a number of known and unknown risks and
uncertainties. Accordingly, readers are cautioned that the assumptions used in the preparation of the forward-looking information,
although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed
on forward-looking information. The forward-looking information contained in this press release is made as of the date of this press
release. Except as required by law, Golden Harp disclaims any intention and assumes no obligation to update or revise any forward-
looking information, whether as a result of new information, future events or otherwise. Additionally, Golden Harp undertakes no
obligation to comment on the expectations of, or statements made, by third parties in respect of the matters disclosed in this press
release.
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