Wallbridge Special Meeting of Shareholders Reminder
Toronto, Ontario – October 4, 2022 – 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., MBA
President & CEO
Tel: (705) 682‒9297 ext. 251
Victoria Vargas, B.Sc. (Hon.) Economics, MBA
Investor Relations Advisor