Harfang Exploration Inc. (TSX-V: HAR) and LaSalle Exploration Corp. (TSX-V: LSX) are pleased to announce that they have entered into a definitive Arrangement Agreement dated January 5, 2022 pursuant to which Harfang will acquire all of the issued and outstanding shares of LaSalle. The transaction will be carried out by way of a plan of arrangement under the Business Corporations Act (British Columbia).
Under the terms of the Arrangement, LaSalle shareholders will receive, on a pre-consolidation basis (further details on the proposed Harfang share consolidation below), 0.3908 of a Harfang common share for each LaSalle Share. The exchange ratio implies a consideration of $0.0968 per LaSalle Share based on the 30-day volume weighted average price of the Harfang Shares and the LaSalle Shares on the TSX Venture Exchange on December 22, 2021. Upon completion of the Arrangement, it is expected that the shareholders of LaSalle will hold approximately 35.5% of Harfang’s issued and outstanding shares (prior to the concurrent Offering).
The LaSalle management and board, representing 5.1% of the LaSalle Shares, are supportive of the transaction and have entered into support agreements with Harfang to vote their LaSalle Shares in favour of the Arrangement. LaSalle’s CEO, Ian Campbell, and VP Corporate Development, Ron Stewart will continue their positions to lead the combined company, which will deliver LaSalle shareholders an exceptional geological and financial team in a much stronger exploration vehicle. See details below.
Dan Innes, Chairman of LaSalle commented, “This transaction represents a compelling opportunity to accelerate the growth strategy of LaSalle in all aspects from exploration, access to capital and additional accretive transactions. It delivers to both LaSalle and Harfang shareholders the platform to create an industry leader guided by an experienced management team, an exceptionally strong board, a highly prospective portfolio of exploration assets, the financial resources and access to capital to advance our projects and realize their full potential.”
André Gaumond, Chairman of Harfang added, “We are delighted to be entering into a transaction between LaSalle and Harfang. It is an excellent strategic and cultural fit for both companies, creating a far stronger platform that has already been embraced by the Quebec institutional funds. The new Harfang will be larger, more relevant and benefit from the significant synergies unlocked by the transaction.”
The transaction will consolidate 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 exploration portfolio of high quality gold assets in Québec and Ontario.
The integration of the Radisson property will add 6 km of strike of potential mineralization to the Serpent gold bearing structures, further solidifying Harfang as the largest mineral claim holder in the region totalling 508.4 km2. Drill-ready targets within the consolidated project portfolio offer compelling value creation potential to shareholders of the combined company.
Figure 1. Location of the major gold corridor straddling the limit between the Serpent and Radisson properties.
The transaction offers several positive direct benefits to the shareholders of Harfang and LaSalle, including, the following:
Ian Campbell, President and CEO of LaSalle and incoming President and CEO of Harfang commented, “I am very excited about leading the team and to what this transaction represents for all of our shareholders as we open this new chapter. Ron and I are very much looking forward to joining forces with Francois Huot and Yvon Robert and leveraging our broad range of skillsets, adding value through focused exploration, unlocking value in all our projects and the platform which opens up tremendous potential for further consolidation and growth opportunities.”
Strong Board and Management
The Arrangement brings together a highly experienced team of mining industry professionals with the Board to be composed of:
At the closing of the Arrangement, Ian Campbell will be appointed as President and Chief Executive Officer, Ron Stewart will be appointed as Vice President, Corporate Development, François Huot will remain Vice President Exploration, and Yvon Robert will remain as Chief Financial Officer. François Goulet has accepted to remain as President and Chief Executive Officer of Harfang until the closing of the Arrangement, at which time his resignation previously announced on September 1, 2021 will become effective.
Pursuant to the terms of the Agreement, Harfang will acquire all of the issued and outstanding LaSalle Shares on the basis of 0.3908 Harfang Shares (on a pre-Consolidation basis) for each share of LaSalle held. Warrants and options of LaSalle will be adjusted or exchanged to become warrants and options, respectively, of Harfang based on the Exchange Ratio. It is anticipated that these securities will be adjusted or exchanged on a post-Consolidation basis. The transaction was negotiated at arm’s length.
Immediately prior to the closing of the transaction, it is anticipated that Harfang will consolidate its common shares on a 2.1554 for one basis, subject to the receipt of all necessary approvals.
The Arrangement will be carried out by way of a court-approved plan of arrangement under the Business Corporations Act (British Columbia) and is subject to a number of conditions being satisfied or waived by one or both of Harfang and LaSalle at or prior to closing of the Arrangement, including approval of LaSalle shareholders, together with any requisite minority approvals, completion of the Consolidation, amendment of the Harfang stock option plan to extend expiry date of stock options to 12 months following the date a person ceases to be an “eligible person” under the plan, and receipt of all necessary regulatory and court approvals and the satisfaction of certain other closing conditions customary for a transaction of this nature, including completion of the Offering (as hereinafter defined).
It is expected that the special meeting of LaSalle shareholders to approve the proposed Arrangement will be held on or before March 31, 2022 and, if approved at such meeting and all other conditions have been met, it is expected that the Arrangement would close shortly thereafter.
The Agreement includes customary provisions, including non-solicitation, right-to-match and fiduciary out provisions, as well as certain representations, covenants and conditions that are customary for a transaction of this nature. A termination fee of $300,000 may be payable by either party in the case of certain terminating events.
Further information regarding the Arrangement will be contained in the management information circular to be prepared by LaSalle and mailed to its securityholders in connection with the LaSalle Meeting. All securityholders of LaSalle are urged to read the information circular once available, as it will contain important additional information concerning the Arrangement.
LaSalle is subject to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions. MI 61-101 provides that, in certain circumstances, where a “related party” (as defined in MI 61-101) of an issuer is entitled to receive a “collateral benefit” (as defined in MI 61-101) in connection with an arrangement transaction such as the Arrangement, such transaction may be considered a “business combination” for the purposes of MI 61-101 and subject to minority shareholder approval requirements.
LaSalle has determined that certain directors or executive officers of LaSalle are receiving a “collateral benefit” in connection with the Arrangement as each beneficially owns or exercises control or direction over more than 1% of LaSalle Securities (calculated in accordance with MI 61-101). Consequently, the LaSalle Shares beneficially owned, directly or indirectly, these certain directors or executive officers will be excluded for the purposes of determining if minority approval of the Arrangement is obtained
This announcement is for informational purposes only and does not constitute an offer to purchase, a solicitation of an offer to sell any shares or a solicitation of a proxy.
Concurrently with the Arrangement, Harfang proposes to complete, on a post-Consolidation basis, a non-brokered private placement of subscription receipts for minimum proceeds of $1 million and maximum proceeds of $5 million. The Offering will be comprised of common share subscription receipts at a price of $0.55 per Subscription Receipt. Upon satisfaction of the Escrow Release Conditions (as defined below), each Subscription Receipt shall be exchangeable for one post-Consolidation common share of Harfang.
The Offering is anticipated to close on or before January 31, 2022. The funds received from the Offering will be held in escrow by an escrow agent pending completion of the Arrangement. Release of the Escrowed Funds will be conditional upon satisfaction of the following conditions: (i) approval of the Arrangement by LaSalle shareholders; (ii) closing of the Arrangement; (iii) completion of the Consolidation; (iv) the closing of the Offering for minimum proceeds of $1 million; and (v) the receipt of all required regulatory approvals including, without limitation, the conditional approval of the TSX-V for the Arrangement, the Consolidation and the Offering. Harfang intends to use the net proceeds of the Offering, once released by the escrow agent following completion of the Escrow Release Conditions, to continue its exploration programs on the combined Serpent / Radisson properties and for general corporate purposes. The LaSalle Circular will contain complete details on the intended use of proceeds.
In connection with the Offering, Harfang has received expressions of interest from strategic investors including Québec Institutional Funds for an amount of $1,600,000. Furthermore, Harfang and Monarch Mining Corporation have signed a binding term sheet pursuant to which Monarch has agreed to participate in the Offering for an amount of $1,500,000. In connection with the Monarch Investment, and as a condition precedent thereto, Harfang has also agreed, subject to the receipt of the required regulatory approvals, to subscribe for common shares of Monarch for a total amount of $750,000. It is also anticipated that management will participate in the Offering for a total of $200,000 (details of such participation remain to be confirmed).
The board of directors of LaSalle has formed a special committee to consider and evaluate the Arrangement. The Special Committee, following a review of the terms and conditions of the Agreement and consideration of a number of factors, unanimously recommended that the LaSalle Board approve the Arrangement. After receiving the recommendation of the Special Committee and advice, including a fairness opinion, from its advisors, the LaSalle Board has unanimously determined that the Arrangement is in the best interests of LaSalle and will recommend that LaSalle shareholders vote in favour of the Arrangement. Prior to the execution of the Agreement, Evans & Evans, Inc. provided a fairness opinion that, based upon and subject to the assumptions, limitations and qualifications in such opinion, the consideration to be received by the LaSalle shareholders is fair, from a financial point of view, to LaSalle shareholders. A summary of the fairness opinion will be included in the LaSalle Circular.
LaSalle Delisting and SEDAR
If the Arrangement is completed, the LaSalle Shares will be delisted from the TSX-V. A copy of the Agreement will be available through LaSalle and Harfang’s filings with the applicable securities regulatory authorities in Canada on SEDAR at www.sedar.com.
Advisors and Counsel
Laurentian Bank Securities Inc. is acting as financial advisor and Fasken Martineau DuMoulin LLP is acting as legal counsel to Harfang.
Evans & Evans, Inc. has provided the Special Committee with a fairness opinion in respect of the Arrangement and Armstrong Simpson is acting as legal counsel to LaSalle.
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, and on behalf of LaSalle by Ron Stewart, Vice President Corporate Development, BSc. Geology, of LaSalle, both of whom are qualified persons 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 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.
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.
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