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GoldHaven Resources Corp. M&A Activity 2024

Nov 9, 2024

47869_rns_2024-11-08_bf52030e-60de-479b-9334-b432bd7e2dd9.pdf

M&A Activity

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Form 51-102F3 Material Change Report

Item 1. Name and Address of Company GoldHaven Resources Corp. (“ GoldHaven ” or the “ Issuer ”) #1570 – 200 Burrard Street Vancouver, BC V6C 3L6

Item 2. Date of Material Change November 8, 2024

Item 3. News Release

A news release dated November 8, 2024 was disseminated via Globe Newswire on November 8, 2024.

Item 4. Summary of Material Change

The Issuer completes acquisition of Copper Peak Metals Inc.

Item 5. Full Description of Material Change

5.1 Full Description of Material Change

The Issuer reports that, further to its news release of November 1, 2024 announcing the definitive securities exchange agreement dated October 31, 2024 with Copper Peak Metals Inc. ( “Copper Peak” ) and each of the shareholders of Copper Peak, pursuant to which the Company agreed to acquire all of the issued and outstanding shares of Copper Peak, the Company has completed acquisition of all of the issued and outstanding shares and warrants of Copper Peak from the shareholders of Copper Peak in exchange for:

  • (a) 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 ,

  • (b) 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

  • (c) 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” ).

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. The future obligations under this acquisition agreement include the payment of $93,334 to the underlying property optionor, Gerry Diakow by January 29, 2025.

Copper Peak is the beneficial and registered owner of a 100% undivided interest in and to the mineral properties, known as the Magno Property, located in the Liard Mining District in British Columbia, comprised of twenty-four (24) mineral tenures, and the Three Guardsmen property. For further information pertaining to the Magno Property please see the NI 43-101 technical report available on the Company’s website.

The Company also wishes to announce that Gerry Diakow has been appointed to the Board of Directors of GoldHaven. Mr. Diakow has worked in the Cassiar regional area since 1973, beginning as a crew member with Union Carbide’s regional helicopter silt sampling program targeting tungsten mineralization. Having worked in the Traditional territory of the Kaska nation and with many members of the Kaska community Gerry is familiar with and has consulted with band members for years.

Mr. Smith further announced, “the successful completion of this acquisition marks a pivotal milestone for the Company. Our newly acquired assets put us in a well-known and historic district in BC with two district scale properties. We are eager to commence phase 1 exploration on the Magno property in an effort to confirm a link to the known and nearby porphyry systems in BC.”

About Copper Peak: The Magno & Three Guardsmen Properties

Copper Peak holds 100% ownership of the Magno and Three Guardsmen mineral properties in British Columbia. British Columbia is a premier mining jurisdiction, hosting 16 of Canada’s 31 critical minerals and standing as the nation’s largest copper producer. It also holds vast gold resources, with an estimated 280 million ounces of in-ground gold, primarily within polymetallic porphyry deposits.

Northwestern British Columbia is a globally significant mining district, home to some of the richest porphyry copper and gold deposits in the world. This region’s Late Triassic to Early Jurassic tectonomagmatic activity created high-grade, large-scale deposits, positioning it as a major source of copper and precious metals.

The Magno property is a district-scale, polymetallic property with 24 mineral tenures located in the Liard Mining Division, adjacent to the historic Cassiar mining district, in Cassiar BC, Canada.

Located in the northwest corner of BC near Haines Junction, the Three Guardsmen Property contains 12 mineral tenures with historical findings of Gold, Copper, Molybdenum, Silver, Zinc, and Magnetite. Two past producers sit within 4km to the West of the Three Guardsmen with multiple other showings in the area.

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.

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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

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 .

5.2 Disclosure for Restructuring Transactions

Not applicable.

  • Item 6. Reliance on subsection 7.1(2) of National Instrument 51-102

Not applicable.

Item 7. Omitted Information

Not applicable.

Item 8. Executive Officer

Bonn Smith Chief Executive Officer (604) 638-3073

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Item 9. Date of Report

November 8, 2024

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