Redquest Capital Corp. Enters into a Letter of Agreement with Harfang Exploration Inc. FOR a Proposed Qualifying Transaction
REDQUEST CAPITAL CORP. ENTERS INTO A LETTER OF AGREEMENT WITH
HARFANG EXPLORATION INC. FOR A PROPOSED QUALIFYING TRANSACTION
February 6, 2017 - RedQuest Capital Corp. (TSX-V: RQM.H) (“RedQuest”) is pleased
to announce that it has entered into a binding letter of agreement with Harfang Exploration
Inc. (“Harfang”) regarding their proposed business combination (the “ Merger”). Upon
completion of the Merger, the combined entity will continue the business of Harfang as a
mining issuer.
In connection with the Merger, RedQuest will proceed with a share consolidation on a 4
to 1 basis and with a name change for “Harfang Exploration Inc.”.
RedQuest intends to hold a meeting of shareholders to approve certain matters ancillary
to the Merger, including a continuance of RedQuest under the Business Corporations
Act (Québec).
RedQuest intends to call an annual and special meeting of its shareholders as soon as
practicable and expects the meeting to be held prior to April 30, 2017.
In connection with the Merger, a concurrent financing will be completed.
The Merger and the Financing will together constitute RedQuest’s “Qualifying Transaction”
within the meaning of the policies of the TSX Venture Exchange (the “Exchange”).
About Harfang
Harfang is a private mining exploration company whose primary mission is to discover
new gold districts in the province of Québec. Harfang’s business model is based on
generating of new mining projects and establishing of partnerships with major exploration
and mining companies to advance its projects. Harfang holds 100% of Lac Menarik and
Menarik-Est properties, composed of respectively of 83 and 64 mining claims located in
the James Bay region of northern Québec, an underexplored area characterized by a vast
mineral potential and good infrastructure.
Terms of the Merger
Subject to the execution of a definitive agreement, RedQuest proposes to enter into a
business combination whereby RedQuest and Harfang will merge pursuant to an
amalgamation, a triangular amalgamation, a purchase by RedQuest of all of the issued
and outstanding securities of Harfang or such other method to complete the transaction
in consideration of all applicable laws and regulations.
Sponsorship of a Qualifying Transaction of a capital pool company is required by the
Exchange unless an exemption or waiver from the sponsorship requirement is available.
RedQuest will apply for an exemption from the sponsorship requirements pursuant to the
policies of the Exchange.
Trading in the shares of RedQuest is presently halted. It is uncertain whether the shares
of RedQuest will resume trading until the Merger is completed and approved by the
Exchange.
The completion of the Merger is subject to the approval of the Exchange and all other
necessary approvals.
Additional information on the Merger will be provided in a subsequent news release.
For further information, please contact Guy Le Bel at telephone: 450 582 6789
email: [email protected]
Completion of the Merger is subject to a number of conditions, including but not limited to,
Exchange acceptance. There can be no assurance that the Merger will be completed as
proposed or at all.
Investors are cautioned that, except as disclosed in the filing statement to be prepared in
connection with the Merger, any information released or received with respect to the
Merger may not be accurate or complete and should not be relied upon. Trading in the
securities of a capital pool company should be considered highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed
Merger and has neither approved nor disapproved the contents of this press release.
Neither the TSX Venture Exchange nor its Regulation Service Provider (as that term is
defined in the policies of the TSX Venture Exchange) accepts responsibility for the
adequacy or accuracy of this release.
Certain statements in this release are forward-looking statements, which include
completion of the proposed Merger and related financing, deadlines, regulatory approvals
and other matters. Forward-looking statements consist of statements that are not purely
historical, including any statements regarding beliefs, plans, expectations or intentions
regarding the future. Such information can generally be identified by the use of forwarding-
looking wording such as “may”, “expect”, “estimate”, “anticipate”, “intend”, “believe” and
“continue” or the negative thereof or similar variations. The reader is cautioned that
assumptions used in the preparation of any forward-looking information may prove to be
incorrect. Events or circumstances may cause actual results to differ materially from those
predicted, as a result of numerous known and unknown risks, uncertainties, and other
factors, many of which are beyond the control of RedQuest. Factors that could cause the
actual results to differ materially from those in forward-looking statements include, failure
to obtain regulatory approval, the continued availability of capital and financing, and
general economic, market or business conditions. Forward-looking statements contained
in this press release are expressly qualified by this cautionary statement.
The reader is cautioned not to place undue reliance on any forward-looking information.
There can be no assurance that the proposed Merger or financing will be completed or, if
completed, will be successful.
The forward-looking statements contained in this press release are made as of the date
of this press release. Except as required by law, RedQuest disclaims any intention and
assumes no obligation to update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise. Additionally, RedQuest undertakes
no obligation to comment on the expectations of, or statements made by, third parties in
respect of the matters discussed above.
(Not for dissemination in the United States of America)