Balmoral Resources Ltd.
(“
Balmoral” or the “
Company”)
(TSX:
BAR; OTCQX:
BALMF) is pleased
to announce that an overwhelming majority of the securityholders
who cast votes at the Special Meeting of the Company yesterday
afternoon in Vancouver, British Columbia and online have voted in
favour of the special resolution approving the arrangement (the
“
Arrangement”) with Wallbridge Mining Company
Limited (WM:TSX) (“
Wallbridge”) originally
announced March 2, 2020 (see Balmoral News Release R20-04). In
total 99.4% of the Balmoral securityholders who cast ballots voted
to approve the Arrangement. Under the terms of the Arrangement,
Wallbridge will, among other things, acquire all of the issued and
outstanding shares of Balmoral, with Balmoral shareholders
receiving 0.71 of a common share of Wallbridge for each issued and
outstanding common share of Balmoral currently held.
In connection with Multilateral Instrument
61-101 - Protection of Minority Security Holders in Special
Transactions of the Canadian Securities Administrators, the special
resolution approving the Arrangement was also passed by a simple
majority of the votes cast by the Securityholders, and shareholders
separately, either in person or represented by proxy at the
Meeting, excluding votes cast by persons whose votes may not be
included in determining minority approval of a business
combination, namely the 2,822,834 common shares and 2,910,500
options held by Darin Wagner, as applicable.
“We are pleased that the securityholders of
Balmoral have accepted the Board’s recommendation and voted over
99% in favor of the proposed acquisition of Balmoral by
Wallbridge,” said Darin Wagner, President and CEO of Balmoral. “The
combination of Balmoral’s property assets - including our recent
high-grade gold discoveries - with Wallbridge’s development stage
Fenelon property, strong treasury and development experience will
create a well-funded, strongly backed Canadian-focused exploration
and development company with the assets and skills to become an
important player in the Canadian gold exploration business. With
the exciting growth potential of the Area 51 gold system, the
near-term production potential of Fenelon and a promising portfolio
of advanced to early stage, drill-ready exploration projects we
believe our shareholders will be well positioned to continue to
benefit from the strong global gold market.”
Court approval of the Arrangement will be sought
at a hearing for a Final Order scheduled for Wednesday, May 13,
2020. The application will most likely be by teleconference. Any
person who wishes to participate should follow the direction set
out in the March 20, 2020 Interim Order which requires response
material (i.e., a Response to Petition, outline of submissions and
any other material to be relied on) to be sent to Balmoral’s
counsel by 4:00 p.m. (Vancouver time) on May 8, 2020. Such material
should be sent to the following email address:
martin.palleson@gowlingwlg.com or delivered to Gowling WLG (Canada)
LLP, 550 Burrard Street, Suite 2300, Vancouver, BC V6C 2B5
(Attention: Martin Palleson). If response material is sent or
delivered in accordance with the Interim Order, counsel will
provide information on how to participate in the hearing by email
so a return email address or telephone number should be provided in
the material sent or delivered. Assuming the receipt of court
approval, and that all other conditions to the completion of the
Arrangement are satisfied or waived, the Arrangement is expected to
be completed on or about Friday, May 22, 2020. It is anticipated
that the common shares of Balmoral would then be delisted from the
Toronto Stock Exchange on or about May 25, 2020. The Vancouver
offices of Balmoral will remain open for a period of 1 to 2 months
following the completion of the Arrangement to assist Balmoral
securityholders with any transition-related issues.
About Balmoral Resources
Ltd.
Balmoral is a multi-award winning
Canadian-focused exploration company exploring a portfolio of gold
and base metal properties located within the prolific Abitibi
greenstone belt. The Company’s flagship Detour Gold Trend Project
hosts the resource-stage Bug and Martiniere West gold deposits, the
Grasset nickel-copper-cobalt-PGE deposit and a series of exciting
new gold discoveries which form part of the recently discovered
Area 51 gold system. Employing a drill-focused exploration style in
one of the world’s preeminent mining jurisdictions, Balmoral has
followed an established formula with a goal of maximizing
shareholder value through the discovery and definition of
high-grade, Canadian gold and base metal assets.
For further information, please contact:
Balmoral Resources Ltd.
Darin Wagner, P. Geo., M.Sc. President and
CEO,Tel: (604) 638-5816Email: dwagner@balmoralresources.com
John Foulkes, B.Sc., B.Ed., Vice-President
Corporate Development Tel: (604) 638-5815Email:
jfoulkes@balmoralresources.com
The Toronto Stock Exchange has neither reviewed
nor accepts responsibility for the adequacy or accuracy of this
news release.
This press release contains statements which
constitute “forward-looking information” within the meaning of
applicable securities laws, including statements regarding the
plans, intentions, beliefs and current expectations of Balmoral
with respect to future business activities and operating
performance. Forward-looking information is often identified by the
words “may”, “would”, “could”, “subject to”, “should”, “will”,
“intend”, “plan”, “anticipate”, “believe”, “estimate”, “expect” or
similar expressions and include information regarding: (i)
expectations regarding whether the Arrangement (the
“Proposed Transaction”) will be consummated,
including whether conditions to the consummation of the Proposed
Transaction as provided under the arrangement agreement with
Wallbridge dated March 2, 2020 and outlined in the Company’s
Management Information Circular dated March 27, 2020 (the
“Circular”) will be satisfied, or the timing for
completing the Proposed Transaction, (ii) expectations regarding
the potential benefits and synergies of the Proposed Transaction
and the ability of the combined company to successfully achieve
business objectives, including integrating the companies or the
effects of unexpected costs, liabilities or delays, (iii)
expectations with respect to the timing and location of the
Meeting, (iv) expectations regarding financial strength,
trading liquidity, and capital markets profile, (v) the
availability of the exemption under Section 3(a)(10) of the U.S.
Securities Act to the securities issuable in the Proposed
Transaction, (vii) statements regarding the various global-scale
uncertainties associated with the COVID-19 pandemic and its effect
on any or all of the above, and (viii) expectations for other
economic, business, and/or competitive factors.
Investors are cautioned that forward-looking
information is not based on historical facts but instead reflect
with respect to the potential completion and benefits of the
Proposed Transaction, Balmoral’s respective management’s
expectations, estimates or projections concerning future results or
events based on the opinions, assumptions and estimates of
management considered reasonable at the date the statements are
made. Although Balmoral believes that the expectations reflected in
such forward-looking information are reasonable, such information
involves risks and uncertainties, and undue reliance should not be
placed on such information, as unknown or unpredictable factors
could have material adverse effects on future results, performance
or achievements of the combined company. Among the key factors that
could cause actual results to differ materially from those
projected in the forward-looking information are the following: the
ability to consummate the Proposed Transaction; the ability to
obtain requisite court and regulatory approvals and the
satisfaction of other conditions to the consummation of the
Proposed Transaction on the proposed terms and schedule; the
ability of Wallbridge and Balmoral to successfully integrate their
respective operations and employees and realize synergies and cost
savings at the times, and to the extent, anticipated; the potential
impact on exploration activities; the potential impact of the
announcement or consummation of the Proposed Transaction on
relationships, including with regulatory bodies, employees,
suppliers, customers and competitors; the re-rating potential
following the consummation of the Proposed Transaction; changes in
general economic, business and political conditions, including
changes in the financial markets; changes in applicable laws;
compliance with extensive government regulation; unquantifiable
risks related to government actions and interventions, supply chain
disruptions and disruptions, enhanced uncertainty in global
financial markets and the current suspension of Balmoral’s and
Wallbridge’s exploration activities as a result of the current
COVID-19 pandemic and the diversion of management time on the
Proposed Transaction. The delivery of exploration results can be,
and often are, affected by unexpected delays in the receipt of
analytical results from third party suppliers which are beyond the
control and best efforts of the Company. This forward-looking
information may be affected by risks and uncertainties in the
business of Balmoral and market conditions. This information is
qualified in its entirety by cautionary statements and risk factor
disclosure contained in filings made by Balmoral with the Canadian
securities regulators, including Balmoral’s annual information
form, audited financial statements and related MD&A for the
financial year ended December 31, 2019 and condensed interim
consolidated financial statements and related MD&A for the
three-months ended March 31, 2020, and the Circular filed with the
securities regulatory authorities in certain provinces of Canada
and available at www.sedar.com.