TORONTO, July 13, 2022 /CNW/ - Wallbridge Mining Company
Limited ("Wallbridge" or the "Company")
announces that it has filed an early warning report (the
"Report") in connection with the entering into of a
definitive asset purchase agreement dated July 12, 2022 and announced July 13, 2022 (the "APA") pursuant to
which it will receive 198,635,786 common shares ("Shares")
of Archer Exploration Corp. (the "Issuer") as part of the
consideration for the disposition of all of Wallbridge's property,
assets, rights and obligations related to its portfolio of nickel
assets, including the Grasset property (the
"Transaction").
Prior to the entering into of the APA, Wallbridge did not hold
any securities of the Issuer. Upon closing of the Transaction
("Closing"), Wallbridge will hold 198,635,786 Shares,
representing 85.6% of the issued and outstanding Shares (82.3% on a
fully diluted basis). On or prior to the Closing, the Issuer will
complete a private placement of securities to raise gross proceeds
of not less than $10,000,000 (the
"Financing"). Subject to certain assumptions regarding the
Financing and the payment of certain finder's fees in connection
with the Transaction, Wallbridge expects to hold approximately
74.2% of the issued and outstanding Shares post-Closing (71.7% on a
fully diluted basis).
Within 60 days of Closing, Wallbridge anticipates distributing a
portion of the Shares held by it to the shareholders of Wallbridge
(the "Distribution"), such that Wallbridge will own
approximately 19.9% of the issued and outstanding Shares (19.2% on
a fully diluted basis) upon completion of the Distribution.
The Shares will be subject to a statutory four-month hold.
Wallbridge may, depending on market and other conditions, increase
or decrease its beneficial ownership of Shares or other securities
of the Issuer whether in the open market, by privately negotiated
agreement or otherwise. Depending on various factors including,
without limitation, the Issuer's financial position, the price
levels of the Shares, conditions in the securities markets and
general economic and industry conditions, Wallbridge may in the
future engage in discussions with advisors to the Issuer, members
of management or the board of directors of the Issuer and other
stakeholders and potential stakeholders of the Issuer, with respect
to Wallbridge's plans concerning its investment in the Issuer.
In connection with the Transaction, at the Closing Wallbridge
will enter into an Investor Rights Agreement (the "IRA")
with the Issuer. Under the IRA, Wallbridge will have the right to
nominate two candidates for election as directors of the Issuer so
long as it maintains ownership of at least 10% of the issued and
outstanding Shares on a partially diluted basis, as calculated in
accordance with the IRA. The IRA will also provide Wallbridge a pro
rata pre-emptive right, top-up rights and a standard piggyback
registration right subject to underwriter cutback, so long as
Wallbridge holds at least 10% of the issued and outstanding Shares
on a partially diluted basis, as calculated in accordance with the
IRA.
This press release is being issued pursuant to National
Instrument 62-103 - The Early Warning System and Related
Take-Over Bids and Insider Reporting Issues in connection
with the filing of the Report by Wallbridge.
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, and expected shareholding
percentage at 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 the Issuer to obtain
required approvals and satisfy the closing conditions under the APA
(including completion of the Financing by the Issuer), 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