Wallbridge Mining Company Limited (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
Limited
Marz Kord, P. Eng., M. Sc., MBAPresident & 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, 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.
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