Wallbridge Mining Company Limited (TSX:WM,
OTCQX:WLBMF) (
“Wallbridge” or the
“Company”) today announced that it has completed
the previously-announced sale of all of the property, assets,
rights, and obligations related to Wallbridge’s portfolio of nickel
assets (the
“Transaction”) to Archer Exploration
Corp. (
CSE: RCHR) (“
Archer”).
Under terms of the Transaction, Wallbridge has
received 66,211,929 common shares of Archer (the “Archer
Shares”) with an aggregate deemed value of approximately
$53.6 million (valued using the July 12, 2022, closing price of the
Archer Shares). Additional consideration includes retention of a 2%
net smelter royalty on production from the Grasset project.
Wallbridge has nominated two representatives to the Archer board of
directors - Marz Kord, President & CEO and Brian Penny, CFO of
Wallbridge – both of whom were elected at Archer’s shareholder
meeting held on October 12, 2022 subject to today’s closing of the
Transaction.
“The Transaction is in line with Wallbridge’s
strategy of moving forward as a pure-play gold company focused on
its core Detour-Fenelon Gold Trend properties while enabling
Wallbridge shareholders to participate in the potential economic
upside in Archer,” said Marz Kord, President and CEO. “Archer is a
focused exploration and development company which we believe has
the management group and funding in place to deliver long-term
value for our shareholders.”
Wallbridge will distribute 48,168,171 of the
Archer Shares to the Company’s shareholders of record as of
November 16, 2022 on a pro rata basis and will retain 18,043,758
Archer Shares representing approximately 19.9% of the outstanding
common shares of Archer. The Archer Shares will have a hold period
of four months and one day from November 18, 2022, the closing date
of the Transaction.
About Archer Exploration
Corp.
Archer is Ni-Cu-Co-PGE focused exploration and
development company headquartered in Vancouver, Canada. Archer’s
flagship and core asset is the Grasset Project, located within the
Abitibi greenstone belt approximately 55 kilometres west-northwest
of Matagami Quebec. In addition, Archer holds an extensive
portfolio of 37 properties comprised of 309 square kilometres
within 807 mining titles in the world-class mining district of
Sudbury. Archer’s growth strategy is focused on the exploration and
development of its nickel sulphide properties within its portfolio,
as well as other battery metal assets it may acquire that fit its
strategic criteria. Archer’s vision is to be a responsible nickel
sulphide developer in stable pro-mining jurisdictions. Archer is
committed to socially responsible exploration and development,
working safely, ethically, and with integrity.
Archer is backed by Inventa Capital Corp., a
Vancouver-based merchant bank founded in 2017 with the goal of
discovering and funding opportunities in the resource sector. The
shares of Archer are listed on the CSE (symbol RCHR). Additional
information about Archer is available on SEDAR (www.sedar.com) and
on Archer’s website (www.archerexploration.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 an
828 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 19.9% interest in the
common shares of Archer Exploration Corp.
(“Archer”) as a result of the sale of the
Company’s portfolio of nickel assets in Ontario and Quebec in
November of 2022.
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 Transaction and future performance of Archer and 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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