Harfang Exploration Inc. (“
Harfang”) (TSX.V: HAR)
and LaSalle Exploration Corp. (“
LaSalle”) (TSX-V:
LSX) are pleased to announce the closing of the previously
announced private placement pursuant to which Harfang has issued an
aggregate of 7,727,271 subscription receipts (the
“
Subscription Receipts”), at a price of $0.55 per
Subscription Receipt, for gross proceeds of approximately
$4,250,000 (the “
Offering”).
Monarch Mining Corporation (for an amount of
approximately $1,500,000), Caisse de dépôt et placement du Québec
(for an amount of $1,000,000) and several other Québec
institutional funds (for an amount of approximately $1,600,000)
have participated in the Offering. Certain directors of Harfang
have also participated in the Offering for an amount of
approximately $150,000.
Each Subscription Receipt purchased in the
Offering entitles the holder thereof to receive, for no additional
consideration and without further action on the part of the holder
thereof, on or about the date that the Escrow Release Conditions
(as defined below) are satisfied, one (1) common share of Harfang
(on a post-consolidation basis).
The Offering was conducted in connection with
the previously announced merger transaction between Harfang and
LaSalle. More particularly, pursuant to an arrangement agreement
dated January 5, 2022 (the “Arrangement
Agreement”), Harfang has agreed, subject to certain
conditions, to acquire all of the issued and outstanding shares of
LaSalle by way of a plan of arrangement on the basis of 0.3908
common share of Harfang (on a pre-consolidation basis) for each
common share of LaSalle (the “Arrangement”). The
Arrangement is subject to a number of conditions, including
shareholder, court and regulatory approvals. Immediately prior to
the closing of the Arrangement, Harfang will consolidate its common
shares on a 2.1554 for one (1) basis (the
“Consolidation”), subject to all necessary
approvals. A special meeting of LaSalle shareholders to approve the
Arrangement will be held on March 22, 2022. If approved at such
meeting and all other conditions have been met, it is expected that
the Arrangement would close shortly thereafter.
The total gross proceeds of the Offering have
been deposited in escrow (the “Escrowed Funds”)
with Computershare Trust Company of Canada (the
“Subscription Receipt Agent”) pending completion
of the Arrangement. Release of the Escrowed Funds will be
conditional upon satisfaction of the following conditions
(together, the “Escrow Release Conditions”): (i)
approval of the Arrangement by LaSalle shareholders; (ii) closing
of the Arrangement; (iii) completion of the Consolidation; and (iv)
the receipt of all required regulatory approvals.
If the Escrow Release Conditions are not
satisfied prior to April 30, 2022, then the Subscription Receipt
Agent will return the Escrowed Proceeds to each holder of the
Subscription Receipts in an amount equal to the aggregate
subscription price for the Subscription Receipts paid by such
holder, together with a pro rata portion of the interest earned on
the Escrowed Proceeds, and the Subscription Receipts will be
cancelled with no further force or effect.
The participation of the insiders of Harfang in
the Offering is exempt from the formal valuation and shareholder
approval requirements under Regulation 61-101 respecting Protection
of Minority Holders in Special Transactions. The exemption is based
on the fact that the market value of such participation or the
consideration paid by such insider does not exceed 25% of the
market capitalization of Harfang.
All securities issued pursuant to the Offering
are subject to a hold period that will expire four (4) months and
one (1) day from the closing date of the Offering, in accordance
with applicable securities laws in Canada.
About Harfang Exploration
Inc.
Harfang is a mining exploration company whose
primary mission is to discover new gold districts in the province
of Québec. Harfang’s development model is based on the generation
of new mining projects and on 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”.
About LaSalle Exploration
Corp.
LaSalle is a Canadian exploration company
focused on less explored districts of the Abitibi in Ontario and
Québec, recognized for mining investment based on mineral
potential, policy and success, LaSalle is actively exploring
Radisson in the developing Eeyou Itschee-James Bay region in Québec
as well as the Blakelock and Egan high-grade gold properties
located in northeastern Ontario. LaSalle trades on the TSX Venture
Exchange under the symbol “LSX”.
For further information please
contact:
Harfang Exploration IncTelephone:
514 940-0670 x339Email: info@harfangexploration.com
LaSalle Exploration Corp.Telephone: (604)
647-3966Email: info@lasallecorp.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 closing 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, and assumptions made with regard to: the
Companies’ ability to complete the proposed Arrangement; the
Companies’ ability to secure the necessary shareholder,
securityholder, legal and regulatory approvals required to complete
the Arrangement; 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 the satisfaction or waiver of certain
conditions to the closing of the Arrangement; non-completion of the
Arrangement; 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.
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