TORONTO, July 13,
2022 /CNW/ -
Wallbridge Mining Company Limited (TSX: WM)
(OTCQX: WLBMF) ("Wallbridge" or the "Company") today
announced that it has entered
into a definitive agreement (the "Agreement") with Archer
Exploration Corp. (CSE:
RCHR) ("Archer"), pursuant to which, Archer
will acquire all of Wallbridge's property, assets, rights and
obligations related to its portfolio of nickel assets, including
the Grasset property, to create a focused and well-funded
publicly-traded nickel exploration and development company (the
"Transaction"). Wallbridge will continue to focus on its
core Detour-Fenelon Gold Trend properties while enabling
shareholders to participate in the potential economic upside in
Archer.
Under the terms of the Agreement, Wallbridge will receive an
upfront consideration of C$53.6
million, consisting of 198,635,786 common shares of Archer
("Archer Shares"), valued using the July 12, 2022, closing price of Archer shares.
Archer will proceed with a private placement of securities to raise
gross proceeds of not less than $10,000,000 (the "Financing") to be
completed on or before the closing of the Transaction (the
"Closing"). Under the terms of the Transaction, Wallbridge
has agreed to make a distribution of Archer Shares to Wallbridge
shareholders (the "Distribution") within 60 days of Closing,
such that following the Distribution Wallbridge would retain a
19.9% basic ownership interest in Archer, after giving effect to,
among other things, the Financing.
In addition:
- Archer will grant Wallbridge a royalty equal to 2% of net
smelter returns less the amount of any pre-existing royalties on
encumbered portions of the Grasset property. In certain
circumstances, Wallbridge will be granted a right of first refusal
to acquire any new royalties sold by Archer on the Grasset
property.
- Wallbridge will have the right to nominate two directors to
Archer's board of directors, with the current nominees being
Marz Kord, Chief Executive Officer
of Wallbridge and Brian Penny, Chief
Financial Officer of Wallbridge, pursuant to the terms of an
investor rights agreement to be entered into in connection with
Closing. Such agreement will also provide, among other things, that
for so long as Wallbridge holds at least 10% of the issued and
outstanding shares of Archer, it will have a pro rata pre-emptive
right, top-up rights and a standard piggyback registration right
subject to underwriter cutback.
- Wallbridge and Archer will also enter into an exploration
cooperation agreement concerning the Grasset property in connection
with Closing (the "Exploration Agreement"). The Exploration
Agreement applies to the Grasset property but excludes those
portions which include the mineral resource on such property (the
"Gold Cooperation Area"). Pursuant to the Exploration
Agreement, Wallbridge will be granted the right to explore the Gold
Cooperation Area for gold in certain circumstances. If the results
from either Wallbridge's or Archer's exploration work in the Gold
Cooperation Area establish a mineral resource that consists of
primary gold mineralization, then the parties will form a joint
venture in which Archer will have a 30% interest and Wallbridge
will have a 70% interest. If the results from Wallbridge's
exploration work in the Gold Cooperation Area establish a mineral
resource that consists of primary mineralization other than gold,
then the parties will form a joint venture in which Archer will
have a 70% interest and Wallbridge will have a 30% interest. The
purpose of any such joint ventures will be to explore, develop and
operate such mineral resource. The Exploration Agreement has a term
of five years and is subject to earlier termination in certain
circumstances.
Marz Kord, President and CEO,
commented, "Our core focus remains on the exploration and
development of our 100%-owned Fenelon Gold property, located on the
highly prospective Detour-Fenelon Gold Trend in Northern Abitibi,
Quebec, where we are currently in
the midst of a major drilling campaign to expand the
multi-million-ounce resource that we have already identified. The
opportunity to have our portfolio of non-core nickel assets
acquired by a focused, publicly-traded nickel development and
exploration company led by a world-class team unlocks the value of
these assets and allows Wallbridge and its shareholders to benefit
from their future development potential."
The Transaction is subject to certain closing conditions
specified in the Agreement, including completion of the Financing
and other customary closing conditions for a transaction of this
nature, including receipt of approval by the Canadian Securities
Exchange (CSE) and other required regulatory approvals.
Archer Shares distributed to Wallbridge shareholders pursuant to
the Distribution will be subject to a statutory four-month hold.
The number of Archer Shares to be distributed per common share of
Wallbridge will be fixed at a later date. Pursuant to the
Agreement, it is intended that, subject to Wallbridge shareholder
approval, the Distribution will be effected as a return of capital.
Further information about Archer can be found in Archer's
regulatory filings available on SEDAR at www.sedar.com.
Closing of the Transaction is expected to occur in
the fourth quarter of 2022.
Advisors
Cormark Securities Inc. is acting as financial advisor to
Wallbridge and Stikeman Elliott LLP is acting as Wallbridge's
legal advisor.
About Wallbridge Mining
Wallbridge is focused on creating value through discovering,
acquiring, developing, and producing gold from a portfolio of
advanced exploration-stage assets in established Canadian mining
jurisdictions. Wallbridge's flagship Fenelon Project is situated on
the highly prospective Detour-Fenelon Gold Trend in Northern
Abitibi, Quebec. Fenelon and
Martiniere are located within a highly prospective 910
km2 exploration land package controlled by Wallbridge
which is located near existing power and transportation
infrastructure.
A 2022 mineral resource estimate ("MRE") returned 2.67
million ounces of indicated mineral resources and 1.72 million
ounces of inferred mineral resources. The MRE validated the
multi-million-ounce gold potential of Fenelon and Wallbridge's
nearby Martiniere Property.
Wallbridge also has interests in several copper, nickel, and
platinum group metal properties, including
a 17.8% interest in Lonmin Canada Inc.
Further information about Wallbridge can be found in the Company's regulatory filings available on SEDAR at www.sedar.com
and on the
Company's website at www.wallbridgemining.com.
This news release has been authorized by the undersigned on behalf of Wallbridge Mining
Company Limited.
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 intentions of Wallbridge and Archer upon completion of the
Transaction, the terms of the Financing, receipt of regulatory
approvals and expected timing of Closing. 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 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 Agreement
(including completion of the Financing by Archer), the results of
exploration activities, the Company's financial position and
general economic conditions. 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"). Any use of the terms
"measured mineral resource", "indicated mineral resource" and
"inferred mineral resource" 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 the Company's mineral deposits in
accordance with NI 43-101 may not be comparable to similar
information made public by 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.
SOURCE Wallbridge Mining Company Limited