Golden Harp Amends Information Circular Relating to Shares for Debt
Golden Harp Resources Inc.
3123 – 595 Burrard Street Vancouver, BC, V7X 1J1
GOLDEN HARP AMENDS INFORMATION CIRCULAR RELATING TO SHARES FOR DEBT
VANCOUVER, BRITISH COLUMBIA CANADA –September 26, 2018. Golden Harp Resources Inc. (“GHR” or the “Company”) (TSXV: GHR-H.V) announces, that, further to its press release announcing its intention to settle approximately $632,945 of outstanding debt obligations owed to members of management and a third party through the issuance of 13,917,486 common shares at a deemed price of $0.06 per Share (the “Debt Settlements”), the Company has mailed a supplement to the information circular dated September 10, 2018 (the “Supplement”).
As previously announced the completion of the Debt Settlements are subject to the approval of the TSX Venture Exchange and will result in the creation of a new control position to be held by Timothy Young, who will be issued 7,422,648 common shares representing 56.57% of the Company and each of the Debt Settlements will also be "related party transactions" as defined under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101") as Mr. Young is the holder of more than 10% of the currently outstanding shares of the Company and the remaining debts are held by CEO Shaun Maskerine and CFO Kyle Takeuchi.
As a result, the completion of the Debt Settlements will be subject to the minority shareholder approval requirements of MI 61-101. The Supplement is intended to provide informed disclosure to shareholders concerning the Debt Settlements and seek their approval therefore. The Company had previously indicated in the circular that the Debt Settlements were exempt from the minority shareholder approval requirements of MI 61-101. A supplemental proxy accompanies the Supplement and pertains solely to the Debt Settlements and related creation of the control position to be held by Mr. Young.
In order to allow shareholders sufficient time to review the Supplement and consider the matters outlined therein, the Company will hold the annual and special general meeting currently scheduled for October 5, 2018 to approve only annual matters and will adjourn the meeting to October 22, 2018 at 10 AM to consider the Debt Settlements and control position.
Shareholders of the Company are encouraged to review the Supplement carefully.
For further information please contact:
Shaun Maskerine, Director 604-689-0299 [email protected]
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Forward-Looking Statements
Certain statements contained in this announcement constitute forward-looking information within the meaning of securities laws. Forward-looking information may relate to the Company’s future outlook and anticipated events or results and, in some cases, can be identified by terminology such as “may”, “will”, “should”, “expect”, “plan”, “anticipate”, “believe”, “intend”, “estimate”, “predict”, “target”, “potential”, “continue” or other similar expressions concerning matters that are not historical facts. These statements are based on certain factors and assumptions including expected business prospects and opportunities. While the Company considers these assumptions to be reasonable based on information currently available to it, they may prove to be incorrect. Forward-looking information is also subject to certain factors, including risks and uncertainties that could cause actual results to differ materially from what we currently expect. The Company disclaims any intention or obligation to update or revise any forward- looking statements whether as a result of new information, future events or otherwise, except as required under applicable securities regulations.
The TSX Venture Exchange has in no way passed upon the merits of the proposed transactions and has neither approved nor disapproved the contents of this news release.