Wallbridge Mining Company Limited (TSX:WM,
OTCQX:WLBMF) (
“Wallbridge” or the
“Company”) today declared a distribution in specie
of 48,168,138 common shares (“
Archer Shares”) in
the capital of Archer Exploration Corp.
(“
Archer”). to shareholders of record of the
Company on November 16, 2022 and payable on November 18, 2022. The
Archer Shares will be issued in connection with the previously
announced transaction under which Archer will acquire all of the
property, assets, rights, and obligations related to Wallbridge’s
portfolio of nickel assets (the “
Transaction”).
The distribution will be subject to the due bill
trading requirements of the Toronto Stock Exchange (the "TSX"). The
TSX requires that the Company’s common shares trade on a due bill
basis from the opening of trading on November 15, 2022 until the
close of trading on the payment date of November 18, 2022. The
Company’s common shares will commence trading on an ex-distribution
basis (without an attached due bill entitlement to the
distribution) from the opening of trading on November 21, 2022. The
due bills will be redeemed on November 22, 2022, once all trades
with attached due bills entered during the due bill period have
settled. For further information on due bills, please refer to the
Company’s management information circular dated September 7,
2022.
The distribution will be effected as a reduction
in stated capital pursuant to Section 34(1)(b) of the Business
Corporations Act (Ontario) in accordance with the resolution
approved by the Company’s shareholders on October 18, 2022.
The distribution represents the payment of
0.0546 Archer Shares for every 1 Wallbridge common share. The
Archer Shares will be subject to resale restrictions under
applicable Canadian securities laws.
For further information, please see the
Company’s management information circular dated September 7, 2022
available at www.sedar.com.
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 Quebec’s Northern Abitibi region. 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 for
shareholders, 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 issuance of the Archer
Shares; future drill results; the Company’s ability to convert
inferred resources into measured and indicated resources;
environmental matters; stakeholder engagement and relationships;
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 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 definitive agreement
(including completion of the Financing by Archer), 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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