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Pangea Natural Foods Inc
Symbol PNGA
Shares Issued 39,478,666
Close 2024-03-04 C$ 0.08
Market Cap C$ 3,158,293
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2024-03-05 07:39 ET - News Release

Subject: Press Release/News Attached for Distribution on Stockwatch.com PDF Document

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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