On March 2, 2020 Wallbridge Mining Company Limited (“Wallbridge”) and Balmoral Resources Ltd. (“Balmoral”) announced (see announcement News Releases) that the two parties had entered into an Arrangement Agreement whereby Wallbridge will acquire all of the issued and outstanding shares of Balmoral. The proposed Acquisition will be accomplished by way of a share exchange whereby Wallbridge will issue 0.71 of a Wallbridge common share to each Balmoral shareholder in exchange for each 1.0 Balmoral common share held as at the record date of the proposed Transaction. Via the proposed Transaction, Balmoral shareholders will acquire, collectively, an approximate 18% interest in Wallbridge Mining.
The acquisition of Balmoral by Wallbridge will create one of the best funded exploration companies in Canada, provide direct exposure for existing Balmoral shareholders to the exploration success and potential production upside of the Fenelon-Tabasco-Area 51 gold discoveries, provide the depth of capital to move forward certain of Balmoral’s resource and advanced stage gold projects and combine Balmoral and Wallbridge’s portfolios of nickel assets, achieving broader exposure to nickel-copper-PGE markets and future optionality for the combined company.
The acquisition of Balmoral by Wallbridge has been determined to be Fair to Balmoral shareholders on a financial basis by the independent financial advisors to the Special Committee and has the support of Mr. Eric Sprott - the Company and Wallbridge’s largest shareholder. Mr. Sprott has entered into a Lock-Up Agreement to vote his Balmoral shares in favour of the proposed Transaction. The Fairness Opinion will be made available for review by the shareholders of the Company in conjunction with the publication of the information circular as discussed below.
Balmoral will - on or before April 6, 2020 - mail to its shareholders a Management Information Circular outlining the details of the proposed Transaction, many of which are contained in the Arrangement Agreement. It is currently anticipated that the Balmoral shareholder vote to approve the proposed Transaction, which has been unanimously recommended to the shareholders by the Board of Directors of Balmoral, will occur at a Special Meeting of the Balmoral shareholders to be held in Vancouver, B.C. on May 7, 2020 (see Special Meeting page for more details). A 66.2/3% majority of those votes cast by Balmoral shareholders of record on March 27, 2020 at the Balmoral Special Meeting will be needed to approve the proposed Transaction, as well as a simple majority of votes cast by disinterested shareholders of the Company. Wallbridge is not required to hold a shareholder vote to approve the proposed Transaction. More details concerning the proposed Transaction, how to vote and the benefits to Balmoral shareholders will be outlined in the Management Information Circular.
In addition to the approval of the Balmoral shareholders the proposed Transaction will require court approval and certain regulatory approvals.
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