Harfang closes Neworigin acquisition for 16.16M shares

Nov 8, 2024

2024-11-07 18:54 ET – News Release

Also News Release (C-NEWO) Neworigin Gold Corp

Mr. Vincent Dube-Bourgeois of Harfang reports

HARFANG COMPLETES ACQUISITION OF NEWORIGIN

Harfang Exploration Inc. has completed the previously announced transaction by which Harfang acquired all of the issued and outstanding common shares of Neworigin Gold Corp. pursuant to a court-approved plan of arrangement under the provisions of the Business Corporations Act (Ontario).

Pursuant to the arrangement, former Neworigin shareholders received 0.25694426 of a Harfang common share in exchange for each Neworigin common 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 per cent 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 Oct. 23, 2024, 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+.

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-per-cent increase) over a combined 25-kilometre 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-kilometre strike length, which hosts a historical, non-National Instrument 43-101-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 induced polarization work suggests the potential for high-priority targets along a two-kilometre length of underexplored anomalies associated with nickel-copper 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 Toronto Stock Exchange, TSX Venture Exchange and Canadian Securities Exchange, 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 Dube-Bourgeois, interim president and chief executive officer 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 chief executive officer of Neworigin to Harfang’s board of directors, effective Nov. 7, 2024.

Harfang would also like to announce that Daniel Innes has resigned from Harfang’s board of directors, effective Nov. 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.

TSX-V and regulatory matters

Harfang has received acceptance of the TSX Venture Exchange for the listing of the Harfang shares issued as consideration pursuant to the arrangement on the TSX-V. The Neworigin shares are expected to be delisted from the TSX-V on or about Nov. 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 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 its updated website. 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. The 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 material and public disclosures.

Advisers and counsel

Evans & Evans Inc. acted as financial adviser, and Fasken Martineau DuMoulin LLP acted as legal counsel to Harfang.

Working Capital Corp. 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, PGeo, vice-president, 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 is a well-financed technically driven mineral exploration company with the primary mission to discover ore deposits in Quebec and Ontario. Harfang is managed by an experienced team of industry professionals with a proven 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.

We seek Safe Harbor.

https://harfangexploration.com/en/