Balmoral Resources Ltd. Announces Receipt of Interim Court Order with Respect to Proposed Acquisition by Wallbridge Mining Company Limited
Balmoral Resources Ltd. Announces Receipt
of Interim Court Order with Respect to
Proposed Acquisition by Wallbridge Mining
Company Limited
VANCOUVER
,
March 24, 2020
/CNW/ - Wallbridge Mining Company Limited (TSX:WM)
("
Wallbridge
") and Balmoral Resources Ltd. (TSX:BAR; OTCQX:BALMF) ("
Balmoral
") (collectively
the "
Parties
") announced that
Balmoral
has been granted an interim order by the Supreme Court of
British Columbia
(the "
Interim Order
") in connection with the previously announced (
see NR20-04, March, 2, 2020
) business combination between the Parties. The Interim Order
authorizes
Balmoral
to proceed with various matters, including the holding of a special meeting of
Balmoral
securityholders to consider and vote on the proposed Plan of Arrangement (the "
Proposed
Transaction
") whereby Wallbridge proposes to acquire all of the issued and outstanding common
shares of Balmoral.
The Proposed Transaction
On
March 2, 2020
the Parties entered into a definitive arrangement agreement (the "
Arrangement
Agreement
") whereby, subject to the terms and conditions of the Arrangement Agreement,
Wallbridge will acquire all of the
Balmoral
common shares on the basis of 0.71 of a Wallbridge
common share for each
Balmoral
common share.
Benefits of the Transaction
The Proposed Transaction will result in one of the best financed junior exploration and development
companies in
Canada
. It will combine the gold and nickel assets of the two companies, including the
Parties' highly prospective district scale gold exploration and development projects in
Quebec
along
the Detour Gold Trend, under one management team to more efficiently move them forward.
Further information on the benefits to the Wallbridge and
Balmoral
shareholders can be found in the
joint press release dated
March 2, 2020
filed on each of the Parties' respective SEDAR profiles –
www.sedar.ca
and websites.
Balmoral Special Meeting
The special meeting of the
Balmoral
securityholders to consider and vote on the Proposed
Transaction will be held on May 7, 2020 in
Vancouver B.C.
, subject to any changes which may result
from the current global pandemic situation (none of which are currently contemplated). The record
date for the meeting has been set as
March 27, 2020
. Additional information concerning the
Proposed Transaction and the special meeting of
Balmoral
securityholders will be included in a
management information circular which will be mailed to securityholders in early April. Additional
information with respect to the circular and the special meeting will be posted on the
Balmoral
website at
www.balmoralresources.com
as they become available.
About Wallbridge Mining Company Limited
Wallbridge is currently developing its 100%-owned Fenelon Gold Property, which is located proximal
to the Sunday Lake Deformation Zone, in an emerging gold belt in northwestern
Quebec
with
currently planned 100,000 to 120,000 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 the Company's near-term 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.
The Proposed Transaction secures for Wallbridge a buffer of several kilometres surrounding its
rapidly expanding Fenelon discovery providing room for growth, as well as future mine development
flexibility. The transaction also significantly expands Wallbridge's land holdings in
Quebec
along the
Detour Gold Trend (from 10.5 km
2
to 739.0 km
2
), improving the Company's potential for further
discoveries in this under-explored belt.
About Balmoral Resources Ltd.
Balmoral
is a multi-award winning Canadian-focused exploration company actively exploring 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
is following an
established formula with a goal of maximizing shareholder value through the discovery and definition
of high-grade, Canadian gold and base metal assets.
This press release contains statements which constitute "forward-looking information" within the
meaning of applicable securities laws, including statements regarding the plans, intentions, beliefs
and current expectations of Wallbridge and
Balmoral
with respect to future business activities and
operating performance. Forward-looking information is often identified by the words "may",
"would", "could", "should", "will", "intend", "plan", "anticipate", "believe", "estimate", "expect" or
similar expressions and include information regarding: (i) expectations regarding whether the
proposed Transaction will be consummated, including whether conditions to the consummation of
the Transaction will be satisfied, or the timing for completing the Transaction, (ii) expectations
regarding the potential benefits and synergies of the Transaction and the ability of the combined
company to successfully achieve business objectives, including integrating the companies or the
effects of unexpected costs, liabilities or delays, (iii) expectations regarding additions to mineral
resources and reserves and future production, (iv) expectations regarding financial strength, free
cash flow generation, trading liquidity, and capital markets profile, (v) expectations regarding future
exploration and development, growth potential for Wallbridge's and
Balmoral's
operations, (vi) the
availability of the exemption under Section 3(a)(10) of the U.S. Securities Act to the securities
issuable in the Transaction, (vii) statements regarding the various global scale uncertainties
associated with the COVID-19 pandemic and its effect on any or all of the above
and (viii)
expectations for other economic, business, and/or competitive factors.
Investors are cautioned that forward-looking information is not based on historical facts but instead
reflect Wallbridge's and
Balmoral's
respective management's expectations, estimates or
projections concerning future results or events based on the opinions, assumptions and estimates
of management considered reasonable at the date the statements are made. Although Wallbridge
and
Balmoral
each believe that the expectations reflected in such forward-looking information are
reasonable, such information involves risks and uncertainties, and undue reliance should not be
placed on such information, as unknown or unpredictable factors could have material adverse
effects on future results, performance or achievements of the combined company. Among the key
factors that could cause actual results to differ materially from those projected in the forward-
looking information are the following: the ability to consummate the Transaction; the ability to
obtain requisite court, regulatory and shareholder approvals and the satisfaction of other conditions
to the consummation of the Transaction on the proposed terms and schedule; the ability of
Wallbridge and
Balmoral
to successfully integrate their respective operations and employees and
realize synergies and cost savings at the times, and to the extent, anticipated; the potential impact
on exploration activities; the potential impact of the announcement or consummation of the
Transaction on relationships, including with regulatory bodies, employees, suppliers, customers
and competitors; the re-rating potential following the consummation of the Transaction; changes in
general economic, business and political conditions, including changes in the financial markets;
changes in applicable laws; compliance with extensive government regulation;
unquantifiable risks
related to government actions and interventions, supply chain disruptions and disruptions and
enhanced uncertainty in global financial markets as a result of the current COVID-19
pandemic
and the diversion of management time on the Transaction. This forward-looking
information may be affected by risks and uncertainties in the business of Wallbridge and
Balmoral
and market conditions. This information is qualified in its entirety by cautionary statements and risk
factor disclosure contained in filings made by Wallbridge and
Balmoral
with the Canadian
securities regulators, including Wallbridge's and
Balmoral's
respective annual information form,
financial statements and related MD&A for the financial year ended
December 31, 2018
and their
respective interim financial reports and related MD&A for the period ended
September 30, 2019
filed with the securities regulatory authorities in certain provinces of
Canada
and available at
www.sedar.com
.
This press release also contains Future Oriented Financial Information and financial outlooks
(collectively, "FOFI") within the meaning of applicable Canadian securities laws. The FOFI has
been prepared by management of Wallbridge and
Balmoral
as at the date hereof, to demonstrate
the potential benefits of the Transaction to shareholders. The FOFI has been prepared based on a
number of assumptions that management of Wallbridge and
Balmoral
believe are reasonable.
However, because this information is highly subjective and subject to numerous risks, including the
risks discussed above, it should not be relied on as necessarily indicative of future results.
Should one or more of these risks or uncertainties materialize, or should assumptions underlying
the forward-looking information prove incorrect, actual results may vary materially from those
described herein as intended, planned, anticipated, believed, estimated or expected. Although
Wallbridge and
Balmoral
have attempted to identify important risks, uncertainties and factors which
could cause actual results to differ materially, there may be others that cause results not to be as
anticipated, estimated or intended. Wallbridge and
Balmoral
do not intend, and do not assume any
obligation, to update this forward-looking information except as otherwise required by applicable
law.
SOURCE
Wallbridge Mining Company Limited
View original content to download multimedia:
http://www.newswire.ca/en/releases/archive/March2020/24/c7393.html
%SEDAR: 00010252E
For further information:
shareholders with questions should contact: Wallbridge Mining Company
Limited: Marz Kord, P. Eng., M. Sc., MBA, President & CEO, Tel: (705) 682-9297 ext. 251, Email:
[email protected]; Brian Penny, Chief Financial Officer, Tel: (416) 716-8346, Email:
[email protected]; Balmoral Resources Limited: Darin Wagner, P. Geo., M.Sc.
President and CEO, Tel: (604) 638-5816, Email: [email protected]; John Foulkes,
B.Sc., B.Ed., Vice-President Corporate Development & Officer, Tel: (604) 638-5815, Email:
CO: Wallbridge Mining Company Limited
CNW 17:20e 24-MAR-20