Harfang Exploration Inc. (TSX-V: HAR) (“
Harfang”)
and LaSalle Exploration Corp. (TSX-V: LSX)
(“
Lasalle”) are pleased to announce that they have
completed their previously announced merger by way of a plan of
arrangement under the Business Corporations Act (British Columbia)
(the “
Arrangement”) pursuant to which Harfang has
acquired all of the issued and outstanding common shares of LaSalle
(the “
LaSalle Shares”) on the basis of 0.1813
common share of Harfang (on a post-consolidation basis) (the
“
Harfang Shares”) for each LaSalle Share. Harfang
also announces that it has implemented the previously announced
consolidation of its common shares on a 2.1554 for 1 basis (the
“
Consolidation”) following the approval of such
Consolidation by the board of directors of Harfang as shareholder
approval of same was not required under Harfang’s governing
corporate law. Following the completion of the Consolidation, the
new CUSIP number for the Harfang Shares is 412379208. The
transactions contemplated herein are expected to be effective at
the opening of trading on the TSX Venture Exchange or around April
19, 2022.
This transaction consolidates the contiguous
gold exploration assets of Lasalle’s Radisson and Harfang’s Serpent
properties, James Bay Region, Québec, both of which will benefit
from operational efficiency, synergies and a combined exploration
strategy as the projects advance, along with an extensive portfolio
of highly prospective exploration projects in Québec and
Ontario.
Transaction Highlights
The transaction offers several positive direct
benefits to the shareholders of Harfang and LaSalle, including, the
following:
- Highly qualified board and management team with a track record
of success;
- Approximately $10M in the treasury along with strong support
from major Quebec Institutional Funds;
- Improved exploration focus on the district-scale gold corridor
found on the consolidated Serpent / Radisson property that covers a
total surface area of 508.4 km2 in the James Bay district;
- An extensive portfolio of highly prospective exploration
properties including Egan, Menarik, Menarik East, Lake Aulneau and
Blakelock among others that offer significant potential to unlock
shareholder value;
- Solid platform for further consolidation and growth
opportunities.
Ian Campbell, incoming President and CEO of
Harfang commented, “I am very excited about leading the team as we
begin this new chapter of Harfang. We are uniquely positioned as a
value focused explorer based on the wide range of skillsets and
depth of talent that both management and the Board bring to the
table. I look forward to reporting on our progress as we advance on
multiple fronts on our existing portfolio and continue to establish
ourselves as a premier growth vehicle. On behalf of Harfang, I wish
to recognize the valuable contributions of management and board
members of both LaSalle and Harfang not continuing on with us, all
of whom have played an important role in achieving this platform
and wish them every success going forward.”
Release of Proceeds of Subscription
Receipts Financing
Upon closing of the Arrangement, the total gross
proceeds arising from the previously announced $4.25 million
private placement of subscription receipts conducted by Harfang
were released from escrow and each subscription receipt of Harfang
automatically converted into one (1) Harfang Share resulting in the
issuance of 7,727,271 Harfang Shares. In addition, in connection
with the closing of the Arrangement and as previously announced,
Harfang has subscribed for 1,250,000 common shares of Monarch
Mining Corporation, at a price of $0.60 per share, for a total
amount of $750,000.
Board and Management
The Arrangement brings together a highly
experienced team of mining industry professionals with the Board of
directors, now composed of:
- Jean-Pierre Janson as Chairman
(current Chairman of Midland Exploration)
- André Gaumond (former President of
Virginia Mines)
- Daniel Innes (founder and original
CEO, Lake Shore Gold Corp.)
- Ian Campbell (President and CEO of
LaSalle)
- Sylvie Prud’homme (former Manager,
Investor Relations at Osisko Mining Corporation)
- Karen Rees (former VP Exploration
and Corporate Secretary at Temex Resources Corp.)
- Vincent Dubé-Bourgeois (CEO of
GoldSpot Discoveries Corp.)
In addition, the previously announced
resignation of François Goulet as President and Chief Executive
Officer of Harfang became effective and Ian Campbell was appointed
as President and Chief Executive Officer of Harfang and Ron Stewart
was appointed as Vice President, Corporate Development of Harfang.
François Huot remains Vice President Exploration and Yvon Robert
remains as Chief Financial Officer.
LaSalle Delisting
With the closing of the Arrangement, Harfang
will have LaSalle delisted from the TSX Venture Exchange and
LaSalle will request the appropriate securities regulatory
authorities to revoke its reporting issuer status and terminate its
reporting obligations
All the details of the Arrangement (including
the Consolidation and the private placement of subscription
receipts) are contained in the proxy circular of LaSalle which can
be found in the SEDAR issuer profile for LaSalle, at
www.sedar.com.
Qualified Person
Technical aspects of this news release have been
reviewed, verified and approved on behalf of Harfang by François
Huot, P.Geo., Vice President Exploration of Harfang, a qualified
person as defined by National Instrument 43-101 - Standards of
Disclosure for Mineral Projects.
About Harfang Exploration
Inc.
Harfang is a mining exploration company whose
primary mission is to focus on underexplored gold districts in the
province of Québec and Ontario. Harfang's development model
includes the generation of new exploration projects and the
establishment of partnerships with major exploration and mining
companies to advance its exploration projects. Harfang trades on
the TSX Venture Exchange under the symbol “HAR”. Harfang and its
wholly owned subsidiary will continue to actively explore the
Radisson property in the developing Eeyou Itschee-James Bay region
in Québec as well as the Egan and Blakelock high-grade gold
properties located in northeastern Ontario.
For further information please
contact:
Harfang Exploration Inc.Ian Campbell, President
& CEOTelephone: (647) 680-3820Email:
info@harfangexploration.com
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.
Cautionary Statement Regarding Forward
Looking Information
All statements, trend analysis and other
information contained in this press release about anticipated
future events or results constitute forward-looking statements.
Forward-looking statements are often, but not always, identified by
the use of words such as “seek”, “anticipate”, “believe”, “plan”,
“estimate”, “expect” and “intend” and statements that an event or
result “may”, “will”, “should”, “could” or “might” occur or be
achieved and other similar expressions. All statements, other than
statements of historical fact, included herein, including, without
limitation, statements regarding anticipated benefits of the
Arrangement, the Serpent and Radisson properties (the “Projects”),
including anticipated operational synergies between the properties,
are forward-looking statements. Although Harfang and LaSalle (the
"Companies") believe that the expectations reflected in such
forward-looking statements and/or information are reasonable, undue
reliance should not be placed on forward-looking statements since
the Companies can give no assurance that such expectations will
prove to be correct. These statements involve known and unknown
risks, uncertainties and other factors that may cause actual
results or events to differ materially from those anticipated in
such forward-looking statements, including the risks, uncertainties
and other factors identified in the Companies' periodic filings
with Canadian securities regulators; the estimated costs associated
with the advancement of the Projects; and the Companies' ability to
achieve the synergies expected as a result of the Arrangement.
Forward-looking statements are subject to business and economic
risks and uncertainties and other factors that could cause actual
results of operations to differ materially from those contained in
the forward-looking statements. Important factors that could cause
actual results to differ materially from the Companies’
expectations include risks associated with the business of Harfang
and LaSalle; risks related to reliance on technical information
provided by Harfang and LaSalle; risks related to exploration and
potential development of the Projects; business and economic
conditions in the mining industry generally; the impact of COVID-19
on the Companies’ business; fluctuations in commodity prices and
currency exchange rates; uncertainties relating to interpretation
of drill results and the geology, continuity and grade of mineral
deposits; the need for cooperation of government agencies and
indigenous groups in the exploration and development of properties
and the issuance of required permits; the need to obtain additional
financing to develop properties and uncertainty as to the
availability and terms of future financing; the possibility of
delay in exploration or development programs and uncertainty of
meeting anticipated program milestones; uncertainty as to timely
availability of permits and other governmental approvals; and other
risk factors as detailed from time to time and additional risks
identified in Harfang and LaSalle’s filings with Canadian
securities regulators on SEDAR in Canada (available at
www.sedar.com). Forward-looking statements are based on estimates
and opinions of management at the date the statements are made.
Neither Harfang nor LaSalle undertakes any obligation to update
forward-looking statements except as required by applicable
securities laws. Investors should not place undue reliance on
forward-looking statements.
Harfang Exploration (TSXV:HAR)
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Harfang Exploration (TSXV:HAR)
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