VANCOUVER and TORONTO, May 22,
2020 /CNW/ - Wallbridge Mining Company Limited (TSX:WM)
("Wallbridge") and Balmoral Resources Ltd. (TSX:BAR;
OTCQX:BALMF) ("Balmoral")
(collectively the "Parties") are pleased to announce the
completion of the previously-announced Plan of Arrangement (the
"Arrangement") between the Parties. With completion of the
Arrangement Wallbridge has now acquired 100% of the issued and
outstanding common shares (the "Balmoral Shares") of
Balmoral in exchange for
consideration of 0.71 of a common share of Wallbridge for each
Balmoral Share.
"With the completion of the Arrangement, Wallbridge now controls
a district-scale land position along the Detour-Fenelon Gold
Trend, a major structure that hosts the Detour Lake gold mine, the
Fenelon gold project and numerous other gold exploration and
development projects," said Marz
Kord, President & CEO of Wallbridge. "The properties
acquired from Balmoral
dramatically increase our footprint in Quebec to 739 km2 of underexplored
and highly-prospective ground that is clearly complimentary to our
rapidly expanding Fenelon gold project. As announced earlier this
week, our exploration team has begun evaluating the newly-acquired
properties, and drilling to identify extensions of the Fenelon gold
system is planned to begin this summer."
"The strong drilling results from both companies over the last
few weeks and accompanying strong move in the share prices of
Wallbridge and Balmoral into
today's completion of the Arrangement simply reinforces the
rationale for combining the two companies," said Darin Wagner former President and CEO of
Balmoral. "To the Balmoral shareholders - our team again thanks
you for your tremendous support over the last decade and we are
excited by what lays ahead for the combined entity."
Pursuant to the Arrangement, Balmoral shareholders have received 0.71 of a
common share of Wallbridge (each whole common share a
"Wallbridge Share") in exchange (the "Exchange
Ratio") for each Balmoral Share held immediately prior to
completion of the Arrangement. In the aggregate, 130,556,944
Wallbridge Shares were issued under the Arrangement to Balmoral shareholders as consideration for
their Balmoral Shares. The existing Wallbridge and former
Balmoral shareholders now own
approximately 82% and 18% of the issued and outstanding Wallbridge
shares, respectively.
As a result of the Arrangement, Balmoral has become a wholly-owned subsidiary
of Wallbridge, and the Balmoral Shares are anticipated to be
de-listed from the Toronto Stock Exchange following the close of
trading on May 25, 2020.
Former registered shareholders of Balmoral will be required to submit their
share certificates or DRS advices and letters of transmittal to TSX
Trust and to follow the instructions contained in the Balmoral
Management Information Circular dated March
27, 2020 in order to obtain Wallbridge share certificates
pursuant to the Arrangement. In addition, the outstanding options
of Balmoral have been adjusted in
accordance with their terms and the Exchange Ratio such that
6,871,647 options of Wallbridge have been reserved for
exercise.
TSX Trust can be reached toll free in North America at 1-866-600-5869 or, if outside
of North America, at 416-342-1091
or by email at tmxeinvestorservices@tmx.com for former Balmoral shareholders requiring additional
information on the exchange.
About Wallbridge Mining
Wallbridge is establishing a pipeline of projects that will
support sustainable 100,000 ounce-plus annual gold production as
well as organic growth through exploration and scalability.
Wallbridge is currently developing its 100%-owned Fenelon gold
project, which is located along the Detour-Fenelon Gold Trend, an
emerging gold belt in northwestern Quebec, with an ongoing 70,000 to 80,000-metre
exploration drill program in 2020 and a 33,500-tonne bulk sample
and 75,000 metres of drilling completed in 2019. Wallbridge is also
pursuing additional advanced-stage projects which would add to
Wallbridge's project pipeline. Wallbridge is also the operator of,
and a 16.5% shareholder in, Loncan Canada Inc., a privately-held
company with a large portfolio of nickel, copper, and PGM projects
in Ontario's Sudbury Basin.
Following completion of the acquisition of Balmoral, Wallbridge has secured a buffer of
several kilometres surrounding its rapidly-expanding Fenelon
discovery providing room for growth as well as future mine
development flexibility. The transaction with Balmoral also significantly expands
Wallbridge's land holdings in Quebec along the Detour-Fenelon Gold Trend
(from 10.5 km2 to 739.0 km2), improving
Wallbridge's potential for further discoveries in this
under-explored belt.
About Balmoral Resources Ltd.
Balmoral is a multi-award
winning Canadian-focused exploration company with a portfolio of
gold and base metal properties located within the prolific Abitibi
greenstone belt. The company's flagship, Detour Gold Trend Project
hosts the resource-stage Bug and Martiniere West gold deposits and
the Grasset nickel-copper-cobalt-PGE deposit. Employing a
drill-focused exploration style in one of the world's preeminent
mining jurisdictions, Balmoral
followed an established formula with a goal of maximizing
shareholder value through the discovery and definition of
high-grade, Canadian gold and base metal assets.
On Behalf of the Parties:
Marz Kord
President and CEO – Wallbridge Mining Company Limited
Darin Wagner
President and CEO – Balmoral Resources
Disclaimers
This press release may contain forward-looking statements
(including "forward-looking information" within the meaning of
applicable Canadian securities legislation and "forward-looking
statements" within the meaning of the US Private Securities
Litigation Reform Act of 1995) relating to, among other things, the
operations of Wallbridge and the environment in which it operates.
Generally, forward-looking statements can be identified by the use
of words such as "plans", "expects" or "does not expect", "is
expected", "budget", "scheduled", "estimates", "forecasts",
"intends", "anticipates" or "does not anticipate", or "believes",
or variations of such words and phrases or statements that certain
actions, events or results "may", "could", "would", "might" or
"will be taken", "occur" or "be achieved". Wallbridge has relied on
a number of assumptions and estimates in making such
forward-looking statements, including, without limitation, the
costs associated with the development and operation of its
properties. Such assumptions and estimates are made in light of the
trends and conditions that are considered to be relevant and
reasonable based on information available and the circumstances
existing at this time. A number of risk factors may cause actual
results, level of activity, performance or outcomes of such
exploration and/or mine development to be materially different from
those expressed or implied by such forward-looking statements
including, without limitation, whether such discoveries will result
in commercially viable quantities of such mineralized materials,
the possibility of changes to project parameters as plans continue
to be refined, the ability to execute planned exploration and
future drilling programs, the need for additional funding to
continue exploration and development efforts, changes in general
economic, market and business conditions, and those other risks set
forth in Wallbridge's most recent annual information form under the
heading "Risk Factors" and in its other public filings.
Forward-looking statements are not guarantees of future performance
and such information is inherently subject to known and unknown
risks, uncertainties and other factors that are difficult to
predict and may be beyond the control of Wallbridge. Although
Wallbridge has attempted to identify important risks and factors
that could cause actual actions, events or results to differ
materially from those described in forward-looking statements,
there may be other factors and risks that cause actions, events or
results not to be as anticipated, estimated or intended.
Consequently, undue reliance should not be placed on such
forward-looking statements. In addition, all forward-looking
statements in this press release are given as of the date
hereof.
Wallbridge disclaims any intention or obligation to update or
revise any forward-looking statements, whether as a result of new
information, future events or otherwise, save and except as may be
required by applicable securities laws. The forward-looking
statements contained herein are expressly qualified by this
disclaimer.
SOURCE Wallbridge Mining Company Limited