Wallbridge Mining Company Limited and Balmoral Resources Ltd. Announce Completion of Plan of Arrangement
Wallbridge Mining Company Limited and
Balmoral Resources Ltd. Announce
Completion of Plan of Arrangement
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 km
2
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
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 km
2
to 739.0
km
2
), 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.
Balmoral Resources (CNW Group/Wallbridge Mining Company Limited)
SOURCE
Wallbridge Mining Company Limited
View original content to download multimedia:
http://www.newswire.ca/en/releases/archive/May2020/22/c2890.html
%SEDAR: 00010252E
For further information:
please visit Wallbridge's website at www.wallbridgemining.com or
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, CPA, CMA, Chief
Financial Officer, Tel: (416) 716-8346, Email: [email protected]
CO: Wallbridge Mining Company Limited
CNW 14:45e 22-MAY-20