GoldHaven Announces Closing of Private Placement and Access to Annual General Meeting Materials During Postal Strike

VANCOUVER, British Columbia, Dec. 05, 2024 (GLOBE NEWSWIRE) — GoldHaven Resources Corp. (“GoldHaven” or the “Company“) (CSE: GOH) (OTCQB: GHVNF) (FSE: 4QS) is pleased to announce it has closed its previously announced non-brokered private placement of units of the Company (“Units”). The Company issued an aggregate of 9,500,000 Units at a price of $0.05 per Unit for gross proceeds of $475,000, with each Unit comprised of one common share of the Company (a “Common Share”) and one-half of one common share purchase warrant (a “Warrant”, and collectively, the “Private Placement”). Each Warrant is exercisable to acquire one Common Share (each, a “Warrant Share”) at a price of $0.10 per Warrant Share for a period of 24 months from the date of issuance.

Certain directors and officers of the Company acquired Units under the Private Placement. Such participation is considered to be a “related party transaction” as defined under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The transaction will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of any Units issued to, or the consideration paid by, such persons will exceed 25% of the Company’s market capitalization.

All securities issued in connection with the Private Placement are subject to a hold period of four months and one day pursuant to applicable securities laws.

The Company intends to use the net proceeds of the Private Placement for exploration expenditures, administrative expenses and general working capital.

Access to Annual General Meeting Materials During Postal Strike

On November 15, 2024, all postal service by Canada Post was suspended as a result of labour action by the Canadian Union of Postal Workers (the “Postal Strike”). On December 4, 2024 the Canadian Securities Administrators (CSA), recognizing that the Postal Strike may impact the ability of reporting issuers to deliver proxy-related materials to all shareholders, published the Coordinated Blanket Order 51-931 Temporary Exemption from requirements in National Instrument 51-102 Continuous Disclosure Requirements and National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer to send certain proxy-related materials during the Postal Strike (“Blanket Order 51-931”). Blanket Order 51-931 provides the Company temporary relief from the requirement to deliver proxy-related materials for the Company’s upcoming annual general meeting (the “Meeting”), to be held in the Boardroom of the offices of the Company at Suite 2288-1177 West Hastings Street, Vancouver, British Columbia, Canada on Friday, December 27, 2024 at 9:00 a.m. (Pacific Time). Each matter to be considered at the meeting is annual matter, including, for example:

• receiving and considering financial statements of the Company;
• fixing the number of directors to be elected for the ensuing year;
• electing directors for the ensuing year;
• appointing auditors and authorizing the directors to fix the renumeration to be paid to the auditor for the ensuing year;
• approval and ratification of the Company’s Omnibus Equity Incentive Plan, as more particularly described in the management information circular dated November 22, 2024 (the “Circular”).

The notice of meeting dated November 22, 2024, the accompanying Circular and the form of proxy for the Meeting (collectively, the “Meeting Materials”), can be found on the Company’s website (at www.goldhavenresources.com) or under the Company’s profile on SEDAR+ (at www.sedarplus.ca). The shareholders of record as of the close of business on November 22, 2024 (the “Shareholders”), are entitled to receive notice of and to vote at the Meeting. Shareholders of the Company are encouraged to access electronic versions of the Meeting Materials and all other proxy-related materials online through the Company’s website and SEDAR+, and to vote in accordance with the instructions set forth in the Circular.

Shareholders will still be able to vote their shares either directly by proxy (for registered Shareholders) or indirectly through their intermediary (for unregistered Shareholders who hold their shares through brokerage firms or other intermediaries). Registered Shareholders should complete all signed proxy forms as directed on the form of proxy no later than 9:00 a.m. December 23, 2024. Beneficial owners can obtain a copy of the voting instructions form from their intermediary. If you are a registered Shareholder and do not receive the Meeting Materials by mail ahead of the voting deadline, please contact Endeavor Trust Corporation at 1-604-559-8880 or proxy@enadeavortrust.com to obtain your proxy form control number to cast your vote for the Meeting. Fax votes can be sent to 604-559-8908 and email votes can be sent to proxy@endeavortrust.com. Internet voting is also available at www.eproxy.ca. If you hold shares through an intermediary such as a brokerage firm, please contact your intermediary directly to obtain a copy of the voting instructions form.

Copies of the Company’s financial statements and related management discussion and analysis for the fiscal year ended July 31, 2024, are available on the Company’s profile on SEDAR+. If paper copies of the financial statements and MD&A have been requested but not yet delivered, they will be delivered once the postal strike concludes. The Company has satisfied all the conditions to rely, and is relying, on the exemption from the requirement to send proxy-related materials in accordance with Blanket Order 51-931.

Resignation and Appointment of Corporate Secretary

Marla Ritchie has resigned from her position as Corporate Secretary. The Board of Directors has appointed Sead Hamzagic, who also currently serves as the Chief Financial Officer of the Company, as the new acting Corporate Secretary. The Board and management team express their gratitude for her dedicated service and wish her all the best in her future endeavors.

About GoldHaven Resources Corp.

GoldHaven Resources Corp. is a Canadian junior exploration Company focused on acquiring and exploring highly prospective land packages in North America. The Company’s projects include the flagship Magno Project, a district-scale polymetallic property adjacent to the historic Cassiar mining district in British Columbia, and the Three Guardsman Project, which exhibits significant potential for copper and gold-skarn mineralization.

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) 629-8254

Neither the CSE nor its Market Regulator (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 other statements that are not historical facts. Forward-looking statements are often identified by terms such as “will”, “may”, “should”, “anticipate”, “expects” and similar expressions. All statements other than statements of historical fact, included in this news release are forward-looking statements that involve risks and uncertainties. Forward-looking statements in this press release include, but are not limited to, statements regarding the use of proceeds from the Offering. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company’s expectations include but are not limited to market conditions and the risks detailed from time to time in the filings made by the Company with securities regulators. The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the Company. The reader is cautioned not to place undue reliance on any forward-looking information. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The forward-looking statements contained in this news release are made as of the date of this news release and the Company will update or revise publicly any of the included forward-looking statements as expressly required by applicable law.