Harfang Exploration Inc. completed the acquisition of LaSalle Exploration Corp..
The transaction 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, third party consents, completion of the consolidation, amendment of the Harfang stock option plan, LaSalle Shareholders holding no more than 5% of the outstanding LaSalle Shares shall have exercised their Dissent Rights, each of the Lock-up Agreements shall not have been terminated, the Escrow Release Conditions shall have been satisfied and the underlying Post-Consolidation Harfang Shares shall have been approved for issuance immediately after the Effective Time and the Harfang Consolidation, the TSX-V shall have conditionally approved the listing thereon of the Post-Consolidation Harfang Shares to be issued, the distribution of the Post-Consolidation Harfang Shares 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. The special meeting of LaSalle shareholders to approve the proposed Arrangement will be held on March 30, 2022 and, if approved, it is expected that the Arrangement would close shortly thereafter. 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. As of March 30, 2022, the shareholders of LaSalle Exploration have unanimously approved the transaction with unanimous support. The Supreme Court of British Columbia hearing for the final order to approve the transaction is currently scheduled to take place on April 1, 2022. As of April 1, 2022, the Supreme Court of British Columbia issued a Final Court Order approving the plan of arrangement. As of March 30, 2022, the transaction is expected to close on or about April 8, 2022. As of April 4, 2022, the Transaction remains subject to final approval by the TSX Venture Exchange and is expected to close in mid-April upon completion of all required filings and approvals.
Laurentian Bank Securities Inc. is acting as financial advisor and Frank Mariage of Fasken Martineau DuMoulin LLP is acting as legal counsel to Harfang. Evans & Evans, Inc. acted as financial advisor to LaSalle and has provided the Special Committee with a fairness opinion in respect of the Arrangement and Paul Simpson of Armstrong Simpson is acting as legal counsel to LaSalle. Computershare Investor Services Inc. acted as depositary to Harfang.
Harfang Exploration Inc. (TSXV:HAR) completed the acquisition of LaSalle Exploration Corp. (TSXV:LSX) on April 13, 2022. Following the completion of the deal, Harfang shall have LaSalle delisted from the TSX Venture Exchange and the new CUSIP number for the Harfang Shares is 412379208. Harfang implemented the consolidation of common shares on a 2.1554 for 1 basis following the approval of the consolidation by the Board of Directors of Harfang. The transactions contemplated herein are expected to be effective at the opening of trading on the TSX Venture Exchange or around April 19, 2022.