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NewOrigin Gold Corp. — Delisting Announcement 2024
Nov 20, 2024
43119_rns_2024-11-20_2a474788-4c69-48d2-8889-72acfb2f7b47.pdf
Delisting Announcement
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NEWORIGIN GOLD CORP.
NOTICE OF CHANGE IN CORPORATE STRUCTURE
(Pursuant to Section 4.9 of National Instrument 51-102 Continuous Disclosure Obligations )
1. Name of the parties to the transaction:
NewOrigin Gold Corp. (“ NewOrigin ” or the “ Corporation ”) and Harfang Exploration Inc. (“ Harfang ”)
2. Description of the transaction:
Harfang and NewOrigin successfully completed the previously announced transaction by which Harfang acquired all of the issued and outstanding common shares of NewOrigin pursuant to a court-approved plan of arrangement under the provisions of the Business Corporations Act (Ontario) (the “ Arrangement ”).
Pursuant to the Arrangement, former NewOrigin shareholders received 0.25694426 (the “ Exchange Ratio ”) of a Harfang common share (each whole share, a “ Harfang Share ”) in exchange for each NewOrigin common share (“ NewOrigin Share ”). As a result, Harfang issued an aggregate of 16,169,120 Harfang Shares, NewOrigin became a whollyowned subsidiary of Harfang, and former NewOrigin shareholders now own 20% of the issued and outstanding Harfang Shares. As per the terms of the Arrangement, outstanding warrants and stock options of NewOrigin have been automatically adjusted to become warrants and stock options to purchase Harfang Shares based on the Exchange Ratio.
The Arrangement was approved by the Superior Court of Québec on October 30, 2024. As a result of the Arrangement, the NewOrigin Shares ceased trading on and were delisted from the TSX Venture as of the close of business on November 12, 2024.
3. Effective date of the transaction:
The effective date of the transaction is November 7, 2024.
4. Names of each party, if any, that ceased to be a reporting issuer subsequent to the transaction and of each continuing entity:
Prior to the completion of the Arrangement, NewOrigin was a reporting issuer in Ontario, Alberta and British Columbia (collectively, the “ Jurisdictions ”).
Following the completion of the Arrangement, NewOrigin and Harfang plan to effect a statutory vertical short-form amalgamation, with Harfang and NewOrigin continuing as one corporation under the name “Harfang Exploration Inc.”.
NewOrigin has applied to cease to be a reporting issuer under the applicable securities laws of the Jurisdictions.
5. The date of the reporting issuer’s first financial year-end after the transaction:
Not applicable.
6. The periods, including the comparative periods, if any, of the interim financial reports and annual financial statements required to be filed for the reporting issuer’s first financial year after the transaction:
Not applicable.
7. The documents filed under NI 51-102 that described the transaction:
The following documents relating to the Arrangement have been filed on NewOrigin’s SEDAR+ profile:
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a) the joint news release of NewOrigin and Harfang dated August 9, 2024 annoncing the Arrangement;
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b) the arrangement agreement between NewOrigin and Harfang dated August 8, 2024 and filed August 15, 2024;
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c) the notice of meeting and management information circular filed dated September 17, 2024 for the special meeting of NewOrigin shareholders held on October 23, 2024;
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d) the news release of NewOrigin dated October 23, 2024, announcing shareholder approval for the Arrangement;
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e) the news release of NewOrigin dated October 31, 2024 announced the receipt of the final order from the Ontario Superior Court of Justice (Commercial List); and
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f) the joint news release of NewOrigin and Harfang dated November 7, 2024 announcing the completion of the Arrangement.
DATED this 20[th] day of November 2024.
NEWORIGIN GOLD CORP.
- By: (signed) Vincent Dubé Bourgeois Vincent Dubé-Bourgeois Director
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