Harfang Exploration Inc. — M&A Activity 2024

Aug 16, 2024

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

August 8, 2024.

3. News Release

A press release was issued and distributed on August 9, 2024 via GlobeNewswire.

4. Summary of Material Change

Harfang Exploration Inc. (“ Harfang ”) and NewOrigin Gold Corp. (“ NewOrigin ”) have entered into a definitive arrangement agreement dated August 8, 2024 (the “ Agreement ”) pursuant to which Harfang has agreed, subject to certain conditions, to acquire all the issued and outstanding common shares of NewOrigin (the “ NewOrigin Shares ”) that it does not already own or may acquire (the “ Transaction ”). Following completion of the Transaction, it is expected that the shareholders of NewOrigin will own approximately 20% of the issued and outstanding common shares of Harfang (the “ Harfang Shares ”).

Pursuant to the terms of the Transaction, and as further discussed below (see “Full Description of Material Change”), the expected share exchange ratio is 0.25694426 of a Harfang Share for each NewOrigin Share (except for any NewOrigin Shares held by Harfang, as applicable) (the “ Exchange Ratio ”), subject to adjustment in accordance with the Agreement. Warrants and stock options of NewOrigin will be adjusted or exchanged to become warrants and stock options, respectively, of Harfang based on the Exchange Ratio.

This Exchange Ratio implies a purchase price of $0.0229 per NewOrigin Share or gross consideration of $1.44 million, based on 10-day volume weighted average price (the “ VWAP ”) of the Harfang Shares of $0.0893 ending on August 8, 2024. This represents an approximate 14.7% premium over the 10-day VWAP ending on August 8, 2024 of the NewOrigin Shares on the TSX Venture Exchange (the “ TSXV ”).

Upon closing of the Transaction, Robert Valliant will join Harfang’s Board of Directors.

5. Full Description of Material Change

Prior to the completion of the Transaction, NewOrigin expects to complete a series of shares for debt transactions pursuant to which it will issue NewOrigin Shares to settle several outstanding accounts and loans, currently payable to certain current and former directors and officers of NewOrigin (including wholly-owned corporations thereof) and service providers, for a total amount of $181,110.50 (the “ Shares for Debt Transactions ”). Assuming the Shares for Debt Transactions are settled in the foregoing total aggregate amount, NewOrigin expects to issue 6,037,017 NewOrigin Shares at a deemed price of $0.03 per NewOrigin Share in connection with the Shares for Debt Transactions. The Shares for Debt Transactions are being consummated at approximately a 50% premium to the 10-day VWAP ending on August 8, 2024 of the NewOrigin Shares on the TSXV

Under the terms of the Transaction, the Exchange Ratio will be adjusted depending on the number of NewOrigin Shares issued in the Shares for Debt Transactions such that the shareholders of NewOrigin will own approximately 20% of the issued and outstanding Harfang Shares regardless of the number of NewOrigin Shares issued in the Shares for Debt Transactions. Assuming the Shares for Debt Transactions are completed on the terms described above, the shareholders of NewOrigin will receive 0.25694426 of a Harfang Share in exchange for each NewOrigin Share.

The share exchange ratio in the Agreement provides for an exchange ratio of 0.28420966 of a Harfang Shares for each NewOrigin Share issued and outstanding as at the date hereof, however the Agreement provides that the Exchange Ratio will be adjusted to provide the NewOrigin shareholders (except Harfang, as applicable) the same economic effect as contemplated by the Agreement prior to such Shares for Debt Transactions, given the intent that existing NewOrigin shareholders (except Harfang, as applicable) will own approximately 20% of the issued and outstanding Harfang Shares immediately following the completion of the Transaction. NewOrigin may furthermore settle additional outstanding accounts payable in NewOrigin Shares at the condition that the aggregate amount of the Shares for Debt Transactions does not exceed $220,000, thereby further affecting the Exchange Ratio. It is a condition of the Agreement that NewOrigin complete the Shares for Debt Transactions prior to the completion of the Arrangement, subject to the approval of the TSXV. The NewOrigin Shares to be issued pursuant to Shares for Debt Transaction will be subject to a four month and one day statutory hold period from the date of issuance.

Harfang and NewOrigin have entered into a subscription agreement pursuant to which, as soon as reasonably practicable, NewOrigin will issue to Harfang a convertible debenture pursuant to which Harfang will loan a principal amount of $250,000 to NewOrigin (the “ Debenture ”). The principal amount of the Debenture will bear interest at a rate of 11.95% per annum. The proceeds arising from the Debenture are expected to be used by NewOrigin to pay certain accounts payable and loans currently outstanding, as well as various transaction fees. The maturity date of the Debenture will be the earlier of the closing of the Transaction and January 31, 2025. Subject to certain conditions, the principal amount of the Debenture will be convertible into NewOrigin Shares at a price of $0.05 per NewOrigin Share.

The Transaction will be completed by way of a court-approved plan of arrangement under the Business Corporations Act (Ontario) and will require the approval of the Ontario Superior Court of Justice (Commercial List) and the approval by 66⅔% of the votes cast by NewOrigin shareholders at a meeting of NewOrigin shareholders to be held no later than November 30, 2024 (the “ NewOrigin Meeting ”). The Transaction is expected to be completed shortly following the NewOrigin Meeting.

The Agreement includes customary representations and warranties of each party, non-solicitation covenants by NewOrigin, “right-to-match” provisions in favour of Harfang in the event of a Superior Proposal (within the meaning of the Agreement), as well as a covenant of Harfang to ensure that all mineral claims related to the Sky Lake, North Abitibi and South Abitibi Projects remain in good standing beginning on the date of the Agreement. A termination fee of $100,000 may be payable by either party in the case of certain termination events.

Directors and officers of NewOrigin holding an aggregate number of NewOrigin Shares which represent approximately 14.09% of the currently outstanding NewOrigin Shares have entered into customary support agreements with Harfang to vote their shares in favour of the Transaction.

The completion of the Transaction, Debenture and Shares for Debt Transactions remains subject to customary conditions, including receipt of all necessary court, shareholder and regulatory approvals.

Jean-Pierre Janson, Chairman of Harfang, is also a director of NewOrigin. As such, Harfang and NewOrigin are “Non-Arm’s Length Parties” within the meaning of the policies of the TSXV. JeanPierre Janson did not take part in any deliberations or votes relating to the Transaction within each respective board of directors. Harfang and NewOrigin consider that the Transaction has

been negotiated at arm’s length and is not a “related party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transaction (“ MI 61-101 ”)

Further information regarding the Transaction will be included in the management information circular to be prepared by NewOrigin (the “ NewOrigin Circular ”) and mailed to its securityholders in connection with the NewOrigin Meeting. All securityholders of NewOrigin are urged to read the NewOrigin Circular once available, as it will contain important additional information concerning the Transaction.

The board of directors of NewOrigin (except for Jean-Pierre Janson who declared his interest and did not participate in any deliberations or vote regarding the Transaction), following a review of the terms and conditions of the Agreement and consideration of a number of factors, including the receipt of a fairness opinion from its advisors, has unanimously determined that the Transaction is in the best interests of NewOrigin and will recommend that NewOrigin shareholders vote in favour of the Agreement. Prior to the execution of the Agreement, Working Capital Corporation 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 NewOrigin shareholders is fair, from a financial point of view to NewOrigin shareholders. A summary of the fairness opinion will be included in the NewOrigin Circular.

If the Transaction is completed, the NewOrigin Shares will be delisted from the TSXV. A copy of the Agreement will be available through NewOrigin and Harfang’s filings with the applicable securities regulatory authorities in Canada on SEDAR+ at www.sedarplus.ca.

Certain directors and officers of NewOrigin will be issued NewOrigin Shares in connection with the Shares for Debt Transactions, accordingly, such issuance of NewOrigin Shares to insiders of the NewOrigin will be considered a “related party transaction” within the meaning of MI 61-101. NewOrigin is relying on the exemption from the requirement for a formal valuation and minority shareholder approval under MI 61-101 on the basis of the exemptions contained in section 5.5(1)(a) and section 5.7(1)(a) of MI 61-101, as the fair market value of the consideration of the NewOrigin Shares to be issued to such directors and officers of NewOrigin in connection with the Shares for Debt Transaction is not expected to exceed 25% of NewOrigin’s market capitalization.

6. Confidentiality of Material Change Report - Reliance on subsection 7.1(2) of Regulation 51102

Not applicable.

7. Omitted Information

Not applicable.

8. Executive Officer

Vincent Dubé-Bourgeois Interim President and CEO of Harfang vdubebourgeois@harfangexploration.com (819) 592-1195

9. Date of Report

August 16, 2024