STOCK TITAN

Harfang Completes Non-Brokered Private Placement

(Very Positive)
Tags
private placement

Harfang Exploration (TSXV: HAR, OTC: HRFEF) completed a non-brokered private placement raising aggregate gross proceeds of $750,000. The Offering comprised 12,000,000 hard dollar units at $0.05 per unit for $600,000, and 2,727,273 flow-through shares at $0.055 for $150,000.

Each hard dollar unit includes one common share and half a warrant; each whole warrant allows purchase of one share at $0.10 for 24 months. Flow-through proceeds will fund Canadian exploration expenses, mainly advancing Sky Lake and Blakelock in Ontario, while hard dollar net proceeds are earmarked for general corporate purposes and working capital.

Harfang paid $2,000 in cash finder’s fees and issued 272,727 common shares to finders. Directors and officers subscribed for 2,600,000 units for $130,000, a related party transaction conducted under MI 61-101 exemptions. All securities carry a four-month-plus-one-day hold. Following the financing, Harfang has 115,435,717 common shares outstanding.

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Positive

  • $750,000 gross proceeds raised via non-brokered private placement
  • Flow-through tranche of $150,000 dedicated to exploration at Sky Lake and Blakelock
  • Hard dollar tranche of $600,000 to support general corporate purposes and working capital
  • Insider participation of 2,600,000 units for proceeds of $130,000
  • Limited cash finder’s fees of $2,000 plus 272,727 shares issued to finders

Negative

  • Equity financing adds 14,727,273 new shares (including flow-through and finder shares), diluting existing shareholders
  • Additional warrant overhang from 6,000,000 new warrants exercisable at $0.10 for 24 months

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Montreal, Quebec--(Newsfile Corp. - July 24, 2026) - Harfang Exploration Inc. (TSXV: HAR) ("Harfang" or the "Company") is pleased to announce that it has completed a non-brokered private placement (the "Offering"), raising aggregate gross proceeds of $750,000.

The Offering consisted of:

  • 12,000,000 hard dollar units of the Company (the "HD Units") at a price of $0.05 per HD Unit, for gross proceeds of $600,000; and
  • 2,727,273 flow-through common shares of the Company (the "FT Shares"), issued as "flow-through shares" within the meaning of the Income Tax Act (Canada), at a price of $0.055 per FT Share, for gross proceeds of $150,000.

Each HD Unit consists of one common share of the Company and one-half of one common share purchase warrant (each whole warrant, a "Warrant"). Each Warrant entitles the holder to acquire one additional common share of the Company at an exercise price of $0.10 for a period of 24 months from the date of issuance.

The gross proceeds from the issuance of the FT Shares will be used to incur eligible Canadian exploration expenses that qualify as "flow-through mining expenditures" under the Income Tax Act (Canada), which the Company will renounce to subscribers with an effective date no later than December 31, 2026. The Company intends to use these proceeds to advance exploration activities at its Sky Lake and Blakelock Projects in Ontario, including geological, geophysical and related exploration programs designed to generate high-priority drill targets. The net proceeds from the sale of the HD Units will be used for general corporate purposes and working capital.

"We are very pleased with the support received from both existing shareholders and new investors," commented Rick Breger, President and CEO of Harfang Exploration. "This financing strengthens our balance sheet and provides the capital required to continue advancing Sky Lake and Blakelock toward a drill-ready stage while maintaining the financial flexibility to execute on our broader corporate strategy, including our partnerships with Eramet, SOQUEM, and Fancamp. We look forward to delivering on several important exploration and corporate milestones in the coming months."

In connection with the Offering, the Company paid aggregate cash finder's fees of $2,000 and issued 272,727 common shares of the Company to eligible finders in accordance with the policies of the TSX Venture Exchange.

Certain directors and officers of the Company participated in the Offering, subscribing for an aggregate of 2,600,000 HD Units for gross proceeds of $130,000. Such participation constitutes a "related party transaction" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions. The Company relied on exemptions from the formal valuation and minority shareholder approval requirements contained in Sections 5.5(a) and 5.7(1)(a) of MI 61-101, as neither the fair market value of the securities issued to insiders, nor the consideration paid by insiders exceeded 25% of the Company's market capitalization.

All securities issued pursuant to the Offering are subject to a statutory hold period of four months and one day, in accordance with applicable securities laws.

Following completion of the Offering, the Company has 115,435,717 common shares issued and outstanding.

About Harfang Exploration Inc.

Harfang is a discovery-driven mineral exploration company focused on identifying and advancing high-potential ore deposits in Québec and Ontario. The Company leverages rigorous geoscience, disciplined capital deployment, and a partnership-oriented mindset to maximize discovery potential. Harfang is run by a team of enthusiastic industry professionals with varied experience and a proven track record. In November 2024, Harfang completed the acquisition of NewOrigin Gold Corp., consolidating high-quality gold assets, including properties in the Pickle Lake and Abitibi regions. Harfang is committed to sustainable exploration practices, engaging closely with local stakeholders, and prioritizing environmental stewardship.

For further information, please contact:

Rick Breger, P.Geo., MBA
President, CEO, and Director
rbreger@harfangexploration.com

Cautionary Statement Regarding Forward-Looking Information

The information in this news release includes certain information and statements about management's view of future events, expectations, plans and prospects that constitute forward-looking statements. These statements are based upon assumptions that are subject to significant risks and uncertainties. Because of these risks and uncertainties and as a result of a variety of factors, the actual results, expectations, achievements or performance may differ materially from those anticipated and indicated by these forward-looking statements. Any number of factors could cause actual results to differ materially from these forward-looking statements as well as future results. Although Harfang believes that the expectations reflected in forward-looking statements are reasonable, it can give no assurances that the expectations of any forward-looking statements will prove to be correct. Except as required by law, Harfang disclaims any intention and assumes no obligation to update or revise any forward-looking statements to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward-looking statements or otherwise.

Neither the 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.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/306534

FAQ

What are the key terms of Harfang Exploration’s (HRFEF) private placement completed on July 24, 2026?

Harfang completed a non-brokered private placement raising $750,000 in gross proceeds. According to Harfang, it issued 12,000,000 hard dollar units at $0.05 and 2,727,273 flow-through shares at $0.055, combining equity and warrants to fund exploration and corporate needs.

How will Harfang Exploration (HRFEF) use the $750,000 raised in its July 2026 financing?

Harfang plans to allocate flow-through proceeds to eligible Canadian exploration expenses. According to Harfang, these funds will advance exploration at Sky Lake and Blakelock, while net proceeds from hard dollar units will support general corporate purposes and working capital requirements.

What are the warrant terms attached to Harfang Exploration’s (HRFEF) July 2026 hard dollar units?

Each hard dollar unit includes half a warrant, giving one whole warrant per two units. According to Harfang, each whole warrant allows the holder to buy one common share at $0.10 for 24 months from issuance, potentially adding future equity.

Did insiders participate in Harfang Exploration’s (HRFEF) July 2026 private placement, and under what conditions?

Yes, directors and officers subscribed for 2,600,000 hard dollar units for $130,000. According to Harfang, this insider participation is a related party transaction under MI 61-101, relying on exemptions because it represents less than 25% of market capitalization.

How many Harfang Exploration (HRFEF) shares are outstanding after the July 2026 private placement?

After completing the private placement, Harfang has 115,435,717 common shares outstanding. According to Harfang, this figure reflects the issuance of hard dollar unit shares, flow-through shares, and finder shares, all subject to a four-month-plus-one-day statutory hold period.

What is the impact of the July 2026 Harfang Exploration (HRFEF) financing on exploration at Sky Lake and Blakelock?

The flow-through proceeds are earmarked to advance Sky Lake and Blakelock exploration. According to Harfang, funds will support geological, geophysical, and related programs aimed at generating high-priority drill targets, moving both Ontario projects closer to drill-ready status.

Are securities from Harfang Exploration’s (HRFEF) July 2026 private placement freely tradable immediately?

No, all securities issued in the private placement are subject to a statutory hold. According to Harfang, they carry a four-month and one-day restriction under applicable securities laws, limiting immediate secondary market trading by participating investors.