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
km2 to 739.0 km2), 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