Harfang Exploration Inc. — M&A Activity 2022

Jan 14, 2022

FORM 51-102F3 MATERIAL CHANGE REPORT

1. Name and Address of Company

Harfang Exploration Inc.

1100, avenue des Canadiens-de-Montréal Suite 300 Montreal, Québec H3B 2S2

2. Date of Material Change

January 5, 2022.

3. News Release

A press release was issued and distributed on January 6, 2022.

4. Summary of Material Change

Harfang Exploration Inc. ("Harfang") and LaSalle Exploration Corp. ("LaSalle") have entered into a definitive arrangement agreement dated January 5, 2022 (the "Agreement") pursuant to which Harfang has agreed, subject to certain conditions, to acquire all of the issued and outstanding common shares of LaSalle (the "LaSalle Shares"). The transaction will be carried out by way of a plan of arrangement under the Business Corporations Act (British Columbia) (the "Arrangement").

5. Full Description of Material Change

Pursuant to the terms of the Arrangement Agreement, Harfang will acquire all of the issued and outstanding LaSalle Shares on the basis of 0.3908 Harfang Share (on a pre-consolidation basis) for each share of LaSalle held (the "Exchange Ratio"). 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 postconsolidation 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 1 basis (the "Consolidation"), 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, 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 (the "LaSalle Meeting") and, if approved at such meeting and all other conditions have been met, it is expected that the Arrangement would close shortly thereafter.

The Arrangement Agreement includes customary provisions, including non-solicitation, right-tomatch 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 (the "LaSalle Circular") and mailed to its securityholders in connection with the LaSalle Meeting.

LaSalle is subject to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). 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

The LaSalle management and board, representing 5.1% of the LaSalle Shares have entered into support agreements with Harfang to vote their LaSalle Shares in favour of the Arrangement.

Concurrently with the Arrangement, Harfang proposes to complete, on a post-consolidation basis, a non-brokered private placement of subscription receipts (the "Offering") for minimum proceeds of $1 million and maximum proceeds of $5 million. The Offering will be comprised of common share subscription receipts (the "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 (the "Escrowed Funds") by an escrow 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; (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 Venture Exchange (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.

In connection with the Offering, Harfang has received expressions of interest from strategic investors for an amount of $1,600,000. Furthermore, Harfang and Monarch Mining Corporation ("Monarch") have signed a binding term sheet pursuant to which Monarch has agreed to participate in the Offering for an amount of $1,500,000 (the "Monarch Investment"). 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.

The board of directors of LaSalle (the "LaSalle Board") has formed a special committee (the "Special Committee") to consider and evaluate the Arrangement. The Special Committee, following a review of the terms and conditions of the Arrangement 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.

If the Arrangement is completed, the LaSalle Shares will be delisted from the TSX-V.

6. Confidentiality of Material Change Report - Reliance on subsection 7.1(2) of Regulation 51- 102

Not applicable.

7. Omitted Information

Not applicable.

8. Executive Officer

François Goulet President and CEO Phone: (514) 627-1406

9. Date of Report

January 14, 2022