GoldHaven Enters into Definitive Agreement to Acquire BC Gold & Copper Assets

Rhea-AI Summary

GoldHaven Resources Corp. (CSE: GOH) (OTCQB: GHVNF) has entered into a definitive securities exchange agreement with Copper Peak Metals to acquire all its issued shares. The transaction involves 3,990,000 common shares at $0.09 per share ($359,100 total), plus 1 million warrants exercisable at $0.10. Copper Peak owns rights to acquire the Magno property, requiring a $93,334 payment by January 2025. Upon closing, expected November 8, 2024, Gerry Diakow will join GoldHaven's Board. The deal includes a pooling arrangement where 2,990,000 shares will be released in tranches: 10% at closing and 15% every six months.

Positive

• Acquisition of two gold and copper assets in established BC mining districts
• Strategic expansion of property portfolio in favorable gold price environment (near US$2,800/oz)
• Structured share release through pooling arrangement minimizes immediate dilution

Negative

• Additional cash payment of $93,334 required by January 2025
• Share dilution through issuance of 3,990,000 new shares
• Further potential dilution from 1 million warrants at $0.10

Vancouver, British Columbia--(Newsfile Corp. - October 31, 2024) - GoldHaven Resources Corp. (CSE: GOH) (OTCQB: GHVNF) (FSE: 4QS0) ("GoldHaven" or the "Company") is pleased to announce that it has entered into a definitive securities exchange agreement dated October 31, 2024 with Copper Peak Metals Inc. ("Copper Peak") and each of the shareholders of Copper Peak (the "Copper Peak Shareholders"), pursuant to which the Company has agreed to acquire all of the issued and outstanding shares of Copper Peak (the "Copper Peak Shares") from the Copper Peak Shareholders in exchange for:

1. 3,990,000 common shares of the Company (the "Consideration Shares") at a deemed price of $0.09 per Consideration Share for total deemed consideration of $359,100,
2. 500,000 common share purchase warrants, each exercisable at $0.10 per warrant to acquire one common share of the Company until September 16, 2027, and
3. 500,000 common share purchase warrants, each exercisable at $0.10 per warrant to acquire one common share of the Company until August 22, 2027 (collectively referred to as, the "Transaction").

Copper Peak has an acquisition agreement for the acquisition of a 100% interest in the Magno property. The future obligations under this acquisition agreement include the payment of $93,334 to the underlying property optionor, Gerry Diakow by January 29, 2025. In connection with the closing of the Transaction (the "Closing"), it is expected that Gerry Diakow will be appointed to the Board of Directors of GoldHaven.

"Signing of the definitive agreement with GoldHaven is the first step on the way to a significant milestone for Copper Peak," stated Gerry Diakow, Director of Copper Peak. "With gold approaching US$2,800/oz the Magno and Three Guardsmen property are poised for a gold exploration focus as they reside in two settings with targets that indicate a potential for porphyry systems on the properties."

The Closing is expected to occur on November 8, 2024, or such other date upon which the Company and Copper Peak mutually agree, which Closing is subject to customary closing conditions, including filings with the Canadian Securities Exchange, satisfactory due diligence investigations, and no material adverse change happening with respect to either party prior to the closing date. Out of the 3,990,000 Consideration Shares, 2,990,000 Consideration Shares shall be subject to a pooling arrangement where 10% of such shares shall be released on Closing and the balance shall be released in six tranches of 15% every six months.

Bonn Smith, CEO of GoldHaven Resources, commented, "I am happy to be announcing this monumental step forward for our company. With the signing of a definitive agreement for the acquisition, we secure two quality assets within well-known historical districts in B.C. We look forward to closing the transaction and driving value and sustainable growth for our shareholders heading into 2025."

About Copper Peak: The Magno & Three Guardsmen Properties

Copper Peak holds 100% ownership of the Magno and Three Guardsmen mineral properties in British Columbia's Liard Mining District. The Magno property includes 24 mineral tenures, while the Three Guardsmen property holds 12. Both projects focus on the late Cretaceous terranes, known to host significant porphyry deposits like those at Casino and Red Mountain. The exploration team will target granitic bodies beneath promising skarn deposits, aiming to identify the source of mineralized fluids linked to these skarns. The focus will be on extensive geochemical and geophysical exploration to identify potential porphyry sources.

Magno property with BC regional geology highlighting historical work and present showings

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Three Guardsmen property with BC regional geology highlighting historical work and present showings

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R.J. (Bob) Johnston, P.Geo from Engineers & Geoscientists British Columbia is the qualified person for the Company has reviewed and approved the scientific and technical information in this news release.

About GoldHaven Resources Corp.

GoldHaven Resources Corp. is a Canadian junior metals exploration Company focused on acquiring and exploring highly prospective land packages in North America.

On Behalf of the Board of Directors

Bonn Smith, Chief Executive Officer

For further information, please contact:

Bonn Smith, CEO
www.GoldHavenresources.com
bsmith@goldhavenresources.com
Office Direct: (604) 638-3073

Neither the CSE nor its Regulation Services Provider (as that term is defined in the policies of the CSE- Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release.

Cautionary Statements Regarding Forward-Looking Information

This news release contains forward-looking statements and forward-looking information (collectively, "forward looking statements") within the meaning of applicable Canadian and U.S. securities legislation, including the United States Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact, included herein including, without limitation, the intended use of the proceeds received from the Offering, the possible acquisition of the Projects, the Company's expectation that it will be successful in enacting its business plans, and the anticipated business plans and timing of future activities of the Company, are forward-looking statements. Although the Company believes that such statements are reasonable, it can give no assurance that such expectations will prove to be correct. Forward-looking statements are typically identified by words such as: "believes", "will", "expects", "anticipates", "intends", "estimates", "plans", "may", "should", "potential", "scheduled", or variations of such words and phrases and similar expressions, which, by their nature, refer to future events or results that may, could, would, might or will occur or be taken or achieved. In making the forward-looking statements in this news release, the Company has applied several material assumptions, including without limitation, that investor interest will be sufficient to close the Offering, and the receipt of any necessary regulatory or corporate approvals in connection with the Offering, that there will be investor interest in future financings, market fundamentals will result in sustained precious metals demand and prices, the receipt of any necessary permits, licenses and regulatory approvals in connection with the future exploration and development of any future projects in a timely manner, the availability of financing on suitable terms for exploration and development of future projects and the Company's ability to comply with environmental, health and safety laws.

The Company cautions investors that any forward-looking statements by the Company are not guarantees of future results or performance, and that actual results may differ materially from those in forward-looking statements as a result of various factors, including, operating and technical difficulties in connection with mineral exploration and development activities, actual results of exploration activities, the estimation or realization of mineral reserves and mineral resources, the inability of the Company to obtain the necessary financing required to conduct its business and affairs, as currently contemplated, the inability to close the Offering, the inability of the Company to enter into definitive agreements in respect of possible Letters of Intent, the timing and amount of estimated future production, the costs of production, capital expenditures, the costs and timing of the development of new deposits, requirements for additional capital, future prices of precious metals, changes in general economic conditions, changes in the financial markets and in the demand and market price for commodities, lack of investor interest in future financings, accidents, labour disputes and other risks of the mining industry, delays in obtaining governmental approvals, permits or financing or in the completion of development or construction activities, changes in laws, regulations and policies affecting mining operations, title disputes, the inability of the Company to obtain any necessary permits, consents, approvals or authorizations, including by the Exchange, the timing and possible outcome of any pending litigation, environmental issues and liabilities, and risks related to joint venture operations, and other risks and uncertainties disclosed in the Company's latest interim Management's Discussion and Analysis and filed with certain securities commissions in Canada. All of the Company's Canadian public disclosure filings may be accessed via www.sedarplus.ca and readers are urged to review these materials.

Readers are cautioned not to place undue reliance on forward-looking statements. The Company undertakes no obligation to update any of the forward-looking statements. The Company undertakes no obligation to update any of the forward-looking statements in this news release or incorporated by reference herein, except as otherwise required by law.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/228556

FAQ

What is the total value of GoldHaven's (GHVNF) acquisition of Copper Peak Metals?

The total deemed consideration is $359,100, based on 3,990,000 shares at $0.09 per share, plus 1 million warrants exercisable at $0.10.

When is the expected closing date for GoldHaven's (GHVNF) Copper Peak acquisition?

The closing is expected to occur on November 8, 2024, subject to customary closing conditions and regulatory approvals.

What are the terms of the share pooling arrangement in GoldHaven's (GHVNF) Copper Peak acquisition?

2,990,000 shares will be subject to a pooling arrangement with 10% released at closing and the remaining 90% released in six tranches of 15% every six months.