Wallbridge Announces Voting Results from Special Meeting of Shareholders
WALLBRIDGE MINING COMPANY LIMITED TSX: WM www.wallbridgemining.com
129 Fielding Road Lively ON P3Y 1L7 t: 705-682-9297 f: 1-888-316-4156 e: [email protected]
Wallbridge Announces Voting Results from Special Meeting of
Shareholders
Toronto, Ontario – October 19, 2022 – Wallbridge Mining Company Limited (TSX:WM,
OTCQX:WLBMF) (“Wallbridge” or the “Company”) today announced that 99.615% of shares
represented by proxy at its Special Meeting of Shareholders (the “ Meeting”) held on October 18,
2022 were voted in favour of the Stated Capital Reduction Resolution, as defined below; 0.385%
were voted against.
A tota l of 483,342,202 shares, or 54.76% of the outstanding shares of the Company , were
represented at the Meeting by proxy. Of that total, 481,482,337 were voted FOR approval of the
Stated Capital Reduction Resolution; 1,859,865 were voted AGAINST.
The sole matter submitted to Wallbridge shareholders of record as of September 8, 2022, as set out
in the Company's notice of meeting and management information circular dated September 7, 2022,
at the Meeting was authorizing and approving a reduction of the stated capital account of the
common shares of Wallbridge (the “ Stated Capital Reduction Resolution”). The Stated Capital
Reduction Resolution is to effect the proposed distribution of common shares of Archer Exploration
Corp. (CSE: RCHR) (“Archer”) to Wallbridge shareholders (the “Distribution”) as a return of capital
in order to minimize the up-front tax consequences for Wallbridge shareholders. The transaction with
Archer announced on July 13, 2022 (the “Transaction”) is not subject to approval by Shareholders
and is expected to close in the fourth quarter of 2022 . For further information, please see the
Company’s news releases of July 13, August 18 and October 4, 2022.
About Wallbridge Mining
Wallbridge is focused on creating value through the exploration and sustainable development of gold
projects along the Detour -Fenelon Gold Trend while respecting the environment and communities
where it operates.
Wallbridge’s flagship project, Fenelon Gold (“Fenelon”), is located on the highly prospective Detour-
Fenelon Gold Trend Property (“ Detour-Fenelon Gold Trend Property ”) in Northern Abitibi. A
mineral resource estimate completed in 2021 validated the multi-million-ounce potential of the 100%-
owned Fenelon and Martiniere properties, incorporating a combined 2.67 million ounces of indicated
gold resources and 1.72 million ounces of inferred gold resources. Fenelon and Martiniere, located
within a 910 km2 exploration land package controlled by Wallbridge, have the potential to be
developed into mines and are close to existing power and transportation infrastructure.
Wallbridge also holds a portfolio of nickel assets (“ Nickel Assets”) in Ontario and Quebec. In line
with its strategy to unlock the value of its Nickel Assets, Wallbridge announced on July 13, 2022, that
it has entered into a definitive agreement with Archer Exploration Corp. (“ Archer”), pursuant to
which, Archer will acquire all of Wallbridge’s pro perty, assets, rights and obligations related to its
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Nickel Assets, including Grasset, to create a focused and well -funded publicly traded nickel
exploration and development company.
Wallbridge will continue to focus on its core Detour -Fenelon Gold Trend P roperty while enabling
shareholders to participate in the potential economic upside in Archer.
Wallbridge Mining Company Limited
Marz Kord, P. Eng., M. Sc., MBA
President & CEO
Tel: (705) 682‒9297 ext. 251
Email: [email protected]
Victoria Vargas, B.Sc. (Hon.) Economics, MBA
Investor Relations Advisor
Email: [email protected]
Cautionary Note Regarding Forward-Looking Information
This press release contains forward-looking statements or information (collectively, “ FLI”) within the meaning
of applicable Canadian securities legislation. FLI is based on expectations, estimates, projections, and
interpretations as at the date of this press release.
All statements, other than statements of historical fact, included herein are FLI that involve various risks,
assumptions, estimates and uncertainties. Generally, FLI can be identified by the use of statements that include
words such as “seeks”, “believes”, “anticipates”, “plans”, “continues”, “budget”, “scheduled”, “estimates” ,
“expects”, “forecasts”, “intends”, “projects”, “predicts”, “proposes”, "potential", “targets” and variations of
such words and phrases, or by statements that certain actions, events or results “may”, “will”, “could”, “would”,
“should” or “might”, “be taken”, “occur” or “be achieved.”
FLI herein includes, but is not limited to, statements regarding the completion of the Transaction and the
Distribution; the amount, timing and value of the stated capital reduction, return of capital and the Distribution;
the the timing and terms of financing activities to be carried out by Archer as previously announced (the
“Financing”); the expected timing of closing of the Transaction; the receipt of regulatory approvals, and the
intentions of the Company and Archer upon completion of the Transaction; future drill results; the Company’s
ability to convert inferred resources into measured and indicated resources; environmental matters;
stakeholder engagement and relationships; parameters and methods used to estimate the mineral resource
estimates (each an “ MRE”) at the Fenelon and Martiniere properties (collectively the “ Deposits”); the
prospects, if any, of the Deposits; future drilling at the Deposits; and the significance of historic exploration
activities and results..
FLI is designed to help you understand management’s current views of its near - and longer-term prospects,
and it may not be appropriate for other purposes. FLI by their nature are based on assumptions and involve
known and unknown risks, uncertainties and other factors which may cause the actual results, performance,
or achievements of the Company to be materially different from any future results, performance or
achievements expressed or implied by such FLI. Although the FLI contained in this press release is based upon
what management believes, or believed at the time, to be reasonable assumptions, the Company cannot assure
shareholders and prospective purchasers of securities of the Company that actual results will be consistent
with such FLI, as there may be other factors that cause results not to be as anticipated, estimated or intended,
and neither the Company nor any other person assumes responsibility for the accuracy and completeness of
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any such FLI. Except as required by law, the Company does not un dertake, and assumes no obligation, to
update or revise any such FLI contained herein to reflect new events or circumstances, except as may be
required by law. Unless otherwise noted, this press release has been prepared based on information available
as of the date of this press release. Accordingly, you should not place undue reliance on the FLI or information
contained herein.
Furthermore, should one or more of the risks, uncertainties or other factors materialize, or should underlying
assumptions prove incorrect, actual results may vary materially from those described in FLI.
Assumptions upon which FLI is based, without limitation, include the ability of the Company and Archer to
obtain required approvals and satisfy the closing conditions under the definitive agreement (including
completion of the Financing by Archer), the results of exploration activities, the Company’s financial position
and general economic conditions, the ability of exploration activities to accurately predict mineralization; the
accuracy of geological modelling; the ability of the Company to complete further exploration activities; the
legitimacy of title and property interests in the Deposits; the accuracy of key assumptions, parameters or
methods used to estimate the MREs; the ability of the Company to obtain required approvals; the evolution of
the global economic climate; metal prices; environmental expectations; community and non -governmental
actions; any impacts of COVID-19 on the Deposits; and, the Company’s ability to secure required funding. Risks
and uncertainties about Wallbridge's business are more fully discussed in the disclosure materials filed with
the securities regulatory authorities in Canada, which are available at www.sedar.com.
Information Concerning Estimates of Mineral Resources
The disclosure in this press release and referred to herein was prepared in accordance with NI 43 -101 which
differs significantly from the requirements of the U.S. Securities and Exchange Commission (the "SEC"). The
terms "measured mineral resource", "indicated mineral resource" and "inferred mineral resource" used in this
press release are in reference to the mining terms defined in the Canadian Institute of Mining, Metallurgy an d
Petroleum Standards (the " CIM Definition Standards "), which definitions have been adopted by NI 43 -101.
Accordingly, information contained in this press release providing descriptions of our mineral deposits in
accordance with NI 43-101 may not be comparable to similar information made public by other U.S. companies
subject to the United States federal securities laws and the rules and regulations thereunder.
Investors are cautioned not to assume that any part or all of mineral resources will ever be co nverted into
reserves. Pursuant to CIM Definition Standards, "inferred mineral resources" are that part of a mineral resource
for which quantity and grade or quality are estimated on the basis of limited geological evidence and sampling.
Such geological e vidence is sufficient to imply but not verify geological and grade or quality continuity. An
inferred mineral resource has a lower level of confidence than that applying to an indicated mineral resource
and must not be converted to a mineral reserve. However, it is reasonably expected that the majority of inferred
mineral resources could be upgraded to indicated mineral resources with continued exploration. Under
Canadian rules, estimates of inferred mineral resources may not form the basis of feasibility or pre-feasibility
studies, except in rare cases. Investors are cautioned not to assume that all or any part of an inferred mineral
resource is economically or legally mineable. Disclosure of "contained ounces" in a resource is permitted
disclosure under Canadian regulations; however, the SEC normally only permits issuers to report mineralization
that does not constitute "reserves" by SEC standards as in place tonnage and grade without reference to unit
measures.
Canadian standards, including the CIM Def inition Standards and NI 43-101, differ significantly from standards
in the SEC Industry Guide 7. Effective February 25, 2019, the SEC adopted new mining disclosure rules under
subpart 1300 of Regulation S -K of the United States Securities Act of 1933, as amended (the " SEC
Modernization Rules"), with compliance required for the first fiscal year beginning on or after January 1, 2021.
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The SEC Modernization Rules replace the historical property disclosure requirements included in SEC Industry
Guide 7. As a result of the adoption of the SEC Modernization Rules, the SEC now recognizes estimates of
"measured mineral resources", "indicated mineral resources" and "inferred mineral resources". Information
regarding mineral resources contained or referenced in th is press release may not be comparable to similar
information made public by companies that report according to U.S. standards. While the SEC Modernization
Rules are purported to be "substantially similar" to the CIM Definition Standards, readers are caut ioned that
there are differences between the SEC Modernization Rules and the CIM Definitions Standards. Accordingly,
there is no assurance any mineral resources that the Company may report as "measured mineral resources",
"indicated mineral resources" and "inferred mineral resources" under NI 43 -101 would be the same had the
Company prepared the resource estimates under the standards adopted under the SEC Modernization Rules.