Wallbridge Mining
Company Limited
(TSX: WM,
OTCQX:WLBMF) (
“Wallbridge” or the
“Company”) has scheduled a special meeting of
shareholders (the
“Special Meeting”) for 4:30 pm
on October 18, 2022. The Special Meeting is related to the proposed
distribution of Archer Exploration Corp. (
CSE:
RCHR) (
“Archer”) shares to Wallbridge
shareholders.
As announced on July 13, 2022, Wallbridge has
entered into a definitive agreement (the
“Agreement”) with Archer, under which Archer will
acquire all of Wallbridge’s property, assets, rights, and
obligations related to its portfolio of nickel assets, including
the Grasset property (the “Transaction”).
Under the terms of the Agreement, Wallbridge
will receive 198,635,786 common shares of Archer (“Archer
Shares”), valued using the July 12, 2022, closing price of
Archer Shares, at C$53.6 million. Wallbridge shareholders of record
will receive a pro-rata distribution in the form of Archer Shares
(the “Distribution”) within 60 days of closing of
the Transaction, such that following the Distribution, the Company
will retain an approximately 19.9% basic ownership interest in
Archer (after giving effect to, among other things, the private
placement of securities to raise gross proceeds of not less than
$10,000,000 to be carried out by Archer on or before closing of the
Transaction). At the Special Meeting, Wallbridge shareholders will
be asked to approve a special resolution authorizing and approving
a reduction of the stated capital account of the common shares of
Wallbridge for the purposes of effecting a return of capital to
Wallbridge shareholders by way of the Distribution, and will not be
asked to approve the Distribution or the Transaction themselves.
Further information regarding the special resolution, including
Canadian tax matters, will be made available on SEDAR at
www.sedar.com and www.wallbridgemining.com in due course.
Marz Kord, Wallbridge’s President and CEO,
commented:
“We believe the Transaction is a major milestone
in the evolution of Wallbridge while providing a substantial,
tangible benefit to our shareholders via a return of capital in the
form of Archer shares.
First, it immediately unlocks the value of the
Company’s non-gold assets. It puts that value back in the hands of
Wallbridge shareholders, giving them near-term liquidity and growth
potential. Second, shareholders will retain additional upside
potential from the non-gold assets through Wallbridge’s retention
of a significant equity interest in Archer, a 2% royalty on the
Grasset property and continued rights for the Company to explore
for gold at Grasset. Third, Wallbridge retains oversight of its
shareholders’ interests in Archer through its two seats on the
Archer board. Finally, the Transaction will allow us to reshape the
Company as a pure gold investment by optimizing our portfolio to
focus on unlocking value from Fenelon, Martiniere and our other
gold properties on the Detour-Fenelon Gold Trend.”
Backed by Inventa Capital Corp., a
resource-focused venture capital firm, Archer is focused on
building a portfolio of high-quality, high-potential exploration
and development nickel sulfide projects. As a result of the
Transaction, Archer’s portfolio will include 42 prospective
properties in the mining-friendly jurisdictions of Ontario and
Quebec. Further information about Archer can be found in Archer’s
regulatory filings available on SEDAR at www.sedar.com.
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-square-kilometre
exploration land package controlled by Wallbridge. The Projects are
located near existing power and transportation infrastructure.
A 2021 Mineral Resource Estimate at Fenelon
returned 2.67 million ounces of Indicated Resources and 1.72
million ounces of Inferred Resources. The Mineral Resource Estimate
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.
Wallbridge
Mining Company
Limited
Marz Kord, P. Eng., M. Sc., MBA President &
CEOTel: (705) 682‒9297 ext. 251Email:
mkord@wallbridgemining.com
Victoria Vargas, B.Sc. (Hon.) Economics,
MBAInvestor Relations AdvisorEmail:
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 and the
Distribution, the timing and terms of financing activities to be
carried out by Archer, and the intentions of Wallbridge and Archer
upon completion of the Transaction. 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.
Wallbridge Mining (TSX:WM)
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