MONTREAL and TORONTO, Nov. 7, 2024
/CNW/ - Harfang Exploration Inc. (TSXV: HAR)
("Harfang") and NewOrigin Gold Corp. (TSXV: NEWO)
("NewOrigin") are pleased to announce the successful
completion of the previously announced transaction by which Harfang
acquired all of the issued and outstanding common shares of
NewOrigin pursuant to a court-approved plan of arrangement under
the provisions of the Business Corporations Act
(Ontario) (the
"Arrangement").
Pursuant to the Arrangement, former NewOrigin shareholders
received 0.25694426 (the "Exchange Ratio") of a Harfang
common share (each whole share, a "Harfang Share") in
exchange for each NewOrigin common share ("NewOrigin
Share"). As a result, Harfang issued an aggregate of 16,169,120
Harfang Shares, NewOrigin became a wholly-owned subsidiary of
Harfang, and former NewOrigin shareholders now own 20% of the
issued and outstanding Harfang Shares. As per the terms of the
Arrangement, outstanding warrants and stock options of NewOrigin
have been automatically adjusted to become warrants and stock
options to purchase Harfang Shares based on the Exchange Ratio.
Pursuant to the letter of transmittal mailed to shareholders of
NewOrigin as part of the materials in connection with the special
meeting of shareholders of NewOrigin held on October 23, 2024 (the "Meeting"), in order
to receive the Harfang Shares to which they are entitled,
registered holders of NewOrigin Shares are required to deposit
their share certificate(s)/DRS advice(s) representing their
NewOrigin Shares, together with a duly completed letter of
transmittal, with Computershare Investor Services Inc., the
depositary under the Arrangement. Shareholders whose NewOrigin
Shares are registered in the name of a broker, dealer, bank, trust
company or other nominee must contact their nominee to deposit
their NewOrigin Shares. Further information about the Arrangement
is set forth in the materials prepared by NewOrigin in respect of
the Meeting which were mailed to NewOrigin shareholders and filed
under NewOrigin's profile on SEDAR+ at www.sedarplus.ca.
Transaction Highlights
- 25-kilometre Strike Length Along the Prolific Casa Berardi
Deformation Zone: combining Harfang's Blakelock project and
NewOrigin's North Abitibi project results in an asset with a
consolidated area of more than 11,000 hectares (a 60% increase)
over a combined 25 km strike length along a prolific gold-bearing
deformation zone.
- Underexplored Asset in the Pickle Lake Gold Camp: the
Sky Lake Gold Project covers 9,100 hectares over a 27 km strike
length which hosts a historical, NI 43-101 non-compliant gold
resource which is open at depth and along strike.
- Polymetallic Potential at South Abitibi in a Renewed Mining
Camp: The South Abitibi Project benefits from exceptional
infrastructure and year-round road access, where VTEM and IP work
suggest the potential for high priority targets along a 2 km length
of underexplored anomalies associated with Ni-Cu
mineralization.
- Accelerated Growth Potential: adds significant depth to
the asset portfolio and sets Harfang up for a greater potential of
discovery.
- Additional Exposure to Ontario: the Arrangement will result in a
more balanced overall portfolio in Quebec and Ontario allowing Harfang to explore year-round
and benefit from Ontario's
infrastructure.
- Promotes Capital Efficiency in the Mining Industry: with
over 1,100 mining companies listed on the TSX, TSXV, and CSE,
business combinations that consolidate assets and management teams
are critical to drastically increasing the efficient use of
resources.
"This marks an important milestone for Harfang," commented
Vincent Dubé-Bourgeois, Interim President and CEO of Harfang. "We
have consolidated two highly prospective assets and added two other
assets that are ripe for focused exploration. We are thrilled to
welcome our new shareholders and stakeholder to the Harfang family,
as well as bring Sky Lake, North
Abitibi, and South Abitibi into Harfang's portfolio."
Board and Management
Harfang is pleased to announce the appointment of Dr.
Robert I. Valliant, the former
Chairman, Director, and Interim CEO of NewOrigin to Harfang's Board
of Directors, effective November 7,
2024.
Harfang would also like to announce that Mr. Daniel Innes has resigned from Harfang's Board
of Directors, effective November 15,
2024. Harfang's management and Board would like to thank Mr.
Innes for his dedication and guidance while serving on the Board
and would like to wish him all the best in his retirement.
TSXV and Regulatory Matters
Harfang has received acceptance of the TSX Venture Exchange (the
"TSXV") for the listing of the Harfang Shares issued as
consideration pursuant to the Arrangement on the TSXV. The
NewOrigin Shares are expected to be delisted from the TSXV on or
about November 12, 2024. NewOrigin
has submitted an application to the applicable securities
regulators in Canada to cease to
be a reporting issuer following the delisting. In connection with
acquiring all of the NewOrigin Shares under the Arrangement,
Harfang will file a report on its SEDAR+ profile
at www.sedarplus.ca pursuant to National Instrument
62-103 – The Early Warning System and Related Take-Over Bid and
Insider Reporting Issues containing additional information
respecting the foregoing matters.
Updated Website and Project Rebranding
Harfang is inviting visitors to explore our updated website
at www.harfangexploration.com. The updated website offers a
more user-friendly and visually rich experience with improved
navigation and functionality on both desktop and mobile
devices.
Please note that as part of the updated website, Harfang has
made some changes to project names. The Serpent-Radisson Project
will be called The Serpent Project. Lake Menarik and Menarik East
Projects will be under the umbrella name of The Lake Menarik
Project and split up into the Menarik West and Menarik East Zones.
The combination of Harfang's Blakelock Project and NewOrigin's
North Abitibi Project will be called The Blakelock Project. These
changes will be reflected on the updated website as well as all
Harfang marketing materials and public disclosures.
Advisors and Counsel
Evans & Evans, Inc. acted as financial advisor and Fasken
Martineau DuMoulin LLP acted as legal counsel to Harfang.
Working Capital Corporation has provided NewOrigin with a
fairness opinion in respect of the Arrangement and Peterson McVicar
LLP acted as legal counsel to NewOrigin.
Qualified Person
Ludovic Bigot, P.Geo., VP Exploration of Harfang, has reviewed
and approved the technical information contained in this news
release. Mr. Bigot is a qualified person within the meaning of
National Instrument 43-101- Standards of Disclosure for Mineral
Projects.
About Harfang Exploration Inc.
Harfang Exploration Inc. is a well-financed technically driven
mineral exploration company with the primary mission to discover
ore deposits in Québec and Ontario. Harfang is managed by an experienced
team of industry professionals with a proven track record of
success and controls a portfolio of highly prospective projects.
Harfang is dedicated to best practices through engagement with all
stakeholders and commitment to the environment.
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;
statements with respect to the delisting of the NewOrigin Shares
and NewOrigin ceasing to be a reporting issuer and the timing
thereof; the potential of the combined projects (the "Projects");
the strengths, characteristics and potential of the Arrangement;
growth potential; the impact of the Arrangement on NewOrigin,
Harfang and their respective shareholders and other stakeholders;
and other anticipated benefits of the Arrangement. Although each of
Harfang and NewOrigin (collectively, 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, and assumptions made with regard to: 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 NewOrigin; risks related to reliance on
technical information provided by Harfang and NewOrigin; risks
related to exploration and potential development of the Projects;
business and economic conditions in the mining industry generally;
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 the Projects and the issuance of
required permits; the need to obtain additional financing to
develop the Projects 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
identified in Harfang's and NewOrigin's filings with Canadian
securities regulators on SEDAR+ (available at www.sedarplus.ca).
Various assumptions or factors are typically applied in drawing
conclusions or making the forecasts or projections set out in
forward-looking information. Those assumptions and factors are
based on information currently available to Harfang and New Origin.
The forward-looking information contained in this news release is
made as of the date hereof and neither Harfang nor NewOrigin
undertakes any obligation to update or revise any forward-looking
information, whether as a result of new information, future events
or otherwise, except as required by applicable securities laws. The
foregoing statements expressly qualify any forward-looking
information contained herein.
SOURCE Harfang Exploration Inc.
