Wallbridge Special Meeting of Shareholders Reminder
TORONTO, Oct. 04, 2022 - Wallbridge Mining Company Ltd. (TSX:WM, OTCQX:WLBMF) ("Wallbridge" or the "Company") would like to remind its shareholders ("Shareholders") of the upcoming Special Meeting of Shareholders (the "Special Meeting") to be held at 4:30 PM (Eastern Daylight Time) on October 18, 2022 and the timing of associated events.
The Special Meeting is related to the proposed distribution (the "Distribution") to Shareholders of a portion (the "Distribution Shares") of the 66,211,928 common shares (the "Archer Shares") of Archer Exploration Corp. (CSE: RCHR) ("Archer") that are expected to be received by the Company as partial consideration following the closing (the "Closing") of the proposed acquisition by Archer of all of the property, assets, rights and obligations related to Wallbridge's portfolio of nickel assets (the "Transaction"). Closing is expected to occur in the fourth quarter of 2022, and such number of Archer Shares to be distributed is adjusted to reflect a proposed consolidation immediately prior to the date of the Closing at a rate of three pre-consolidation Archer Shares for one post-consolidation Archer Share.
At the Special Meeting, Shareholders of record as of September 8, 2022 are being asked to approve a special resolution (the "Stated Capital Reduction Resolution") authorizing and approving a reduction of the stated capital account of the common shares of Wallbridge (the "Stated Capital Reduction") for the purpose of effecting the Distribution as a return of capital ("Return of Capital") in order to minimize the up-front tax consequences for Shareholders. The Transaction is not subject to approval by Shareholders.
The Company believes the Distribution, including the Stated Capital Reduction and Return of Capital, represents an appropriate means of rewarding Shareholders for their support in a tax-efficient manner. As such, management's recommendation is that Shareholders vote FOR the Stated Capital Reduction Resolution as detailed in the meeting materials provided to all Shareholders and available on the Company's website, at Sedar.com and at https://docs.tsxtrust.com/2016. For the details of the Distribution, Shareholders are urged to read the Company's management information circular dated September 7, 2022 provided as part of such meeting materials, including in particular for important Canadian tax matters.
If the Stated Capital Reduction Resolution is approved at the Special Meeting, the Company will, as soon as practicable following the Closing, issue a news release announcing the amount of the Distribution, including the amount of the Return of Capital to Shareholders and the distribution record date (the "Distribution Record Date") and payment date for the Distribution. Shareholders as of the Distribution Record Date WILL be entitled to receive Archer Shares as part of the Distribution. The Distribution will be made within 60 days of the Closing.
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 property, assets, rights and obligations related to its 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 Property while enabling shareholders to participate in the potential economic upside in Archer.
Wallbridge Mining Company Ltd.
Marz Kord, P. Eng., M. Sc., MBA
President & CEO
Tel: (705) 682?9297 ext. 251
Email: mkord@wallbridgemining.com
Victoria Vargas, B.Sc. (Hon.) Economics, MBA
Investor Relations Advisor
Email: vvargas@wallbridgemining.com
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, the timing and terms of the Distribution, the intentions of Wallbridge and Archer upon completion of the Transaction, future drill results; the Company's ability to convert inferred resources into measured and indicated resources; 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 its nature is based on assumptions and involves 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 any such FLI. Except as required by law, the Company does not undertake, 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 financing activities by Archer as previously announced), 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 and 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 converted 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 evidence 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 Definition 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. 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 this 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 cautioned 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.