NewOrigin Shareholders Approve Acquisition with Harfang Exploration Inc.

Rhea-AI Summary

NewOrigin Gold Corp. (TSXV: NEWO) shareholders have approved the business combination with Harfang Exploration Inc. The approval was overwhelming, with 99.38% of voted shares in favor, representing 51.57% of outstanding shares. Under the arrangement, NewOrigin shareholders will receive 0.25694426 Harfang shares for each NewOrigin share, resulting in former NewOrigin shareholders owning approximately 20% of Harfang. The closing is expected in early November 2024, subject to court approval. Following completion, NewOrigin shares will be delisted from TSX Venture Exchange.

Positive

• Overwhelming shareholder approval with 99.38% votes in favor
• Clear exchange ratio established at 0.25694426 Harfang shares per NewOrigin share
• NewOrigin shareholders to own 20% of combined entity

Negative

• Delisting from TSX Venture Exchange
• Minority position (20%) for current NewOrigin shareholders in combined entity

Toronto, Ontario--(Newsfile Corp. - October 23, 2024) - NewOrigin Gold Corp. (TSXV: NEWO) ("NewOrigin" or the "Company") is pleased to announce that shareholders of NewOrigin have overwhelmingly approved the proposed business combination of NewOrigin and Harfang Exploration Inc. ("Harfang") at NewOrigin's special meeting (the "Meeting") held earlier today, including the proposed acquisition by Harfang of all of the outstanding common shares of NewOrigin by way of a proposed plan of arrangement (the "Arrangement"), pursuant to the terms and subject to the conditions of the arrangement agreement between NewOrigin and Harfang dated August 8, 2024. A total of 32,455,439 common shares of the Company were voted at the Meeting representing 51.57% of the issued and outstanding common shares, with 99.38% of those common shares voted in favour of the Arrangement.

Subject to the satisfaction or waiver of the remaining conditions to the Arrangement, including approval of the Arrangement by the Ontario Superior Court of Justice (Commercial List), which application will be heard on October 30, 2024, closing of the Arrangement is expected to occur in the first half of November 2024. Under the terms of the Arrangement, all of the issued and outstanding common shares of NewOrigin will be exchanged for common shares of Harfang on the basis of 0.25694426 of a common share of Harfang for each common share of NewOrigin. Following completion of the Arrangement, former NewOrigin shareholders (except Harfang) will own approximately 20% of the common shares of Harfang.

NewOrigin shares are expected to be delisted from the TSX Venture Exchange and an application will be made for NewOrigin to cease to be a reporting issuer on the date of closing of the Arrangement.

This news release is not and is not to be construed in any way as, an offer to buy or sell securities in the United States. The distribution of the Harfang common shares in connection with the transactions described herein will not be registered under the United States Securities Act of 1933 (the "U.S. Securities Act") and the Harfang common shares may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. This news release shall not constitute an offer to sell or the solicitation of an offer to buy the Harfang common shares, nor shall there be any offer or sale of the Harfang common shares in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About NewOrigin Gold Corp.

NewOrigin Gold Corp. is a Canadian exploration company focused on drill discovery at its gold projects in the Canadian Shield. NewOrigin's management and board have extensive experience in the delineation and development of gold deposits. The Company's common shares trade on the TSX Venture Exchange under the ticker "NEWO".

For Further Information Contact:

Robert Valliant, Chairman and Interim CEO
explore@neworigingold.com or visit www.neworigingold.com

Cautionary Statement regarding Forward Looking Statements:

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

This News Release includes certain "forward-looking statements" which are not comprised of historical facts. Forward-looking statements include estimates and statements that describe the Company's future plans, objectives or goals, including words to the effect that the Company or management expects a stated condition or result to occur. Forward-looking statements may be identified by such terms as "believes", "anticipates", "expects", "estimates", "may", "could", "would", "will", or "plan". Since forward-looking statements are based on assumptions and address future events and conditions, by their very nature they involve inherent risks and uncertainties. Although these statements are based on information currently available to the Company, the Company provides no assurance that actual results will meet management's expectations. Risks, uncertainties and other factors involved with forward-looking information could cause actual events, results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking information. Forward looking information in this news release includes, but is not limited to, the anticipated completion of the Arrangement, the Company's objectives, goals or future plans, statements, exploration results, potential mineralization, the estimation of mineral resources, exploration and mine development plans, timing of the commencement of operations and estimates of market conditions. Factors that could cause actual results to differ materially from such forward-looking information include, but are not limited to, any inability of the parties to satisfy the conditions to the completion of the Arrangement on acceptable terms or at all, receipt of necessary stock exchange and court approvals, the Company's ability to obtain all approvals required in connection with the foregoing, failure to identify mineral resources, failure to convert estimated mineral resources to reserves, the inability to complete a feasibility study which recommends a production decision, the preliminary nature of metallurgical test results, delays in obtaining or failures to obtain required governmental, environmental or other project approvals, political risks, inability to fulfill the duty to accommodate First Nations and other indigenous peoples, uncertainties relating to the availability and costs of financing needed in the future, changes in equity markets, inflation, changes in exchange rates, fluctuations in commodity prices, delays in the development of projects, capital and operating costs varying significantly from estimates and the other risks involved in the mineral exploration and development industry, and those risks set out in the Company's public documents filed on SEDAR+. Although the Company believes that the assumptions and factors used in preparing the forward-looking information in this news release are reasonable, undue reliance should not be placed on such information, which only applies as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, other than as required by law.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/227611

FAQ

When will the NewOrigin and Harfang merger close?

The merger is expected to close in the first half of November 2024, subject to Ontario Superior Court of Justice approval on October 30, 2024.

What is the exchange ratio for NewOrigin shares in the Harfang merger?

NewOrigin shareholders will receive 0.25694426 Harfang shares for each NewOrigin share they own.

What percentage of Harfang will NewOrigin shareholders own after the merger?

Former NewOrigin shareholders will own approximately 20% of Harfang following the completion of the arrangement.

What was the shareholder approval rate for the NewOrigin-Harfang merger?

The merger received 99.38% approval from voting shareholders, with 51.57% of total outstanding shares participating in the vote.