Star Metro - Golden Harp Resources Inc. Announces Amended Agreement to Complete Consolidation of District-Scale Land Package

The Copper Hill Property is currently comprised of the Main Block Property and the Block A Property. The Main Block Property is owned 100% by Golden Harp and represents mining claims covering approximately 4,830 hectares. The Block A Property is owned 49% by Golden Harp and 51% by Mr. Young, the Company's joint venture partner, and represents mining claims over approximately 5,490 hectares. Golden Harp and Mr. Young have entered into an amendment to the Acquisition Agreement (the "Amended Acquisition Agreement") whereby Golden Harp will also acquire from Mr. Young his 51% interest in the Block A Property, subject to any existing net smelter return royalties.

Ian Campbell, Golden Harp's Vice-President, Exploration, commented: "Today's announcement marks a further and critical strategic milestone for Golden Harp. The company's Copper Hill Property lies directly along geological trend from the Juby gold deposit, and this consolidation will position Golden Harp with a district-scale land package in an emerging gold district." Mr. Campbell concluded: "Upon closing, Golden Harp will emerge with a dominant land position covering over 11,500 hectares, and we are confident that it will add meaningful value to our exploration portfolio."

Below is a map of Golden Harp's property assuming closing of the acquisitions.

Consideration
As previously announced, as consideration for the acquisition of the Initial Mining Claims, Golden Harp will issue to Mr. Young 8,218,460 common shares. As additional consideration for the acquisition of Mr. Young's 51% interest in the Block A Property, Golden Harp will issue to Mr. Young 20 million common shares. All common shares issued to Mr. Young will be subject to a statutory hold period of four months and one day from the date of issuance.

In connection with the Amended Acquisition Agreement, Golden Harp and Mr. Young will upon closing enter into a royalty agreement (the "Royalty Agreement") pursuant to which Golden Harp will grant to Mr. Young a 1% net smelter return royalty on the Initial Mining Claims and the claims underlying the Main Block and Block A Properties, subject to existing net smelter return royalties.

Closing Conditions
Closing of the transactions contemplated by the Amended Acquisition Agreement remains subject to customary conditions, including receipt of final acceptance from the TSX Venture Exchange ("TSXV") and receipt of disinterested shareholder approval (i.e. excluding the votes attached to the common shares beneficially owned, or over which control or direction is exercised, by Mr. Young) at a special meeting of the holders of the common shares of Golden Harp. If TSXV or minority shareholder approval is not obtained within 90 days, the Amended Acquisition Agreement will terminate in accordance with its terms.

Shareholder Approval and Related Party Disclosure
As noted above, the closing of the acquisition is subject to disinterested shareholder approval at a special meeting of the company's common shareholders. 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 to him of the common shares as consideration 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 requirement under Section 5.5(b) as no securities of Golden Harp are listed on certain specified markets.

Early Warning Disclosure
Upon closing of the acquisition, Mr. Young will acquire ownership and control of 28,218,460 additional common shares of Golden Harp, which, together with his existing holdings of 26,574,262 common shares, will result in beneficial ownership of 54,792,722 common shares, representing approximately 87% 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.

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 - [email protected]

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 shareholder approval, and closing, of the proposed acquisition of mining claims and joint venture interests 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.

SOURCE: Golden Harp Resources Inc.

View the original press release on ACCESS Newswire

A.Harris--SMC