Mr. Erinn Broshko reports

GOLDEN HARP RESOURCES INC. RECEIVES TSX-V FINAL ACCEPTANCE AND CLOSES ACQUISITION TO CREATE DISTRICT-SCALE COPPER HILL LAND PACKAGE

Golden Harp Resources Inc. has received final acceptance from the TSX Venture Exchange and has completed the closing of the previously announced amended and restated mining claims purchase agreement, dated effective Nov. 10, 2025, with Timothy A. Young, the company's control person.

The closing follows the overwhelming approval by disinterested shareholders at the company's Jan. 6, 2026, annual and special meeting, where 100 per cent of the votes cast by minority shareholders approved the transaction.

Acquisition overview

Under the amended acquisition agreement, Golden Harp has acquired from Mr. Young:

• 100 per cent of the initial mining claims as previously announced on Sept. 3, 2025;
• His 51-per-cent interest in the Block A property as previously announced on Nov. 10, 2025;
• Certain additional mining claims also located within the Copper Hill property;
• Resulting in Golden Harp holding 100 per cent of the Copper Hill property, comprising approximately 11,500 hectares in a single contiguous district-scale land package.

This consolidation eliminates joint venture constraints and gives Golden Harp full strategic control of the entire Copper Hill gold system.

Consideration issued at closing

As consideration for the acquisition, at closing, Golden Harp issued to Mr. Young:

• 8,218,460 common shares of the company for the initial mining claims;
• 20 million common shares for the acquisition of his 51-per-cent Block A interest and the additional claims;
• For a total of 28,218,460 common shares, all subject to a statutory hold period of four months and one day from the date of issuance.

Royalty agreement

In connection with the closing, Golden Harp and Mr. Young entered into the previously announced royalty agreement, pursuant to which Golden Harp has granted to Mr. Young a 1-per-cent net smelter return royalty on the initial mining claims, the Block A property and the additional claims, as well as on the Main block property, in each case subject to existing net smelter return royalties.

Pursuant to the royalty agreement, Mr. Young has the right, at his election, to receive the royalty, in whole or in part, in the form of physical gold rather than cash. The royalty is perpetual and will continue with and be binding on the applicable mining claims. The royalty agreement also includes a royalty top-up mechanism intended to compensate Mr. Young in circumstances where processing or settlement delays result in deferred royalty payments. Additionally, to secure the royalty, Mr. Young may, at his own expense, register a restriction on title under the Land Titles Act (Ontario).

Assumed obligations

Pursuant to the amended acquisition agreement, the company has assumed certain obligations associated with the acquired mining claims, consisting primarily of standard claim maintenance, assessment work filings and compliance with existing royalty agreements. The company has not assumed any minimum exploration spending commitments or other material financial obligations.

Early warning

In connection with the transaction, Mr. Young acquired ownership and control over 28,218,460 common shares, representing approximately 80 per cent of the issued and outstanding common shares.

Immediately prior to the acquisition of the shares, Mr. Young had beneficial ownership and control of an aggregate of 26,574,262 common shares, representing approximately 76 per cent of the issued and outstanding common shares. Immediately after the closing of the transaction and acquisition of the common shares, Mr. Young had beneficial ownership and control of an aggregate of 54,792,722 common shares, representing approximately 87 per cent of the issued and outstanding common shares.

Golden Harp has been advised that Mr. Young acquired the shares for investment purposes and may from time to time, increase or decrease his ownership position in the future in the market or privately as circumstances warrant. A copy of the early warning report filed by Mr. Young in connection with the acquisition of the common shares is available on SEDAR+ or by contacting the company's chief financial officer, Kyle Takeuchi, at 778-230-6166.

NEX board

The common shares of the company are listed on the NEX board of the TSX Venture Exchange. At this time, the company is not contemplating a reactivation of the company from the NEX board to Tier 1 or Tier 2 of the TSX-V.

Loan

Effective Jan. 22, 2026, the company borrowed $50,000 from Mr. Young and issued an unsecured promissory note evidencing the loan. The promissory note has a term of six months and is payable upon demand thereafter and bears interest at a rate of 9 per cent per annum, calculated and compounded monthly.

The proceeds of the loan are being used for general working capital purposes, including corporate overhead, management fees, regulatory and compliance costs, professional fees, and routine claim maintenance and assessment expenditures. The company intends to service and repay the loan from future financing or available cash on hand. No bonus securities were issued or will be issued in connection with the loan.

The loan by Mr. Young to the company constitutes a related party transaction within the meaning of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The transaction is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 pursuant to sections 5.5(a) and 5.7(1)(a) as neither the fair market value of the loan nor the consideration paid by Mr. Young exceeds 25 per cent of the company's market capitalization.

About Golden Harp Resources Inc.

The company is a canadian mineral exploration company. Its principal asset is the Copper Hill Property in Northern Ontario. The company 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.