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Harfang Completes $4.25 Million Subscription Receipt Offering

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Harfang Completes $4.25 Million Subscription Receipt Offering

 

 

 

 

 

Harfang Exploration Inc. (TSX.V: HAR) and LaSalle Exploration Corp. (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, at a price of $0.55 per Subscription Receipt, for gross proceeds of approximately $4,250,000.

 

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 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, 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 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 basis, 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 with Computershare Trust Company of Canada, 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; 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 months and one 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.

 

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.

 

Posted February 7, 2022

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