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Balmoral Resources Ltd
Symbol BAR
Shares Issued 117,629,167
Close 2016-05-25 C$ 0.85
Market Cap C$ 99,984,792
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Balmoral to sell Discovery zone to Wallbridge Mining

2016-05-25 08:20 ET - News Release

Mr. Darin Wagner of Balmoral reports

BALMORAL ENTERS INTO AGREEMENT TO RECEIVE MINIMUM $3.6 MILLION THROUGH SALE OF NON-CORE ASSET

Balmoral Resources Ltd. has entered into a letter of intent to sell its interest in the Discovery zone property, a 10.5-square-kilometre subdivision of the current, larger Fenelon property, to Wallbridge Mining Company Ltd. The Fenelon property forms part of Balmoral's plus-700-square-kilometre Detour trend project located in west-central Quebec.

Under the terms of the LOI, Balmoral will receive an immediate payment of 2,381,575 common shares of Wallbridge, cash payments totalling either $3.4-million or $3.5-million over the next 60 to 120 days (see details below) and will retain a 1-per-cent net-smelter-return royalty on all future production from the property.

The benefits of the sale, should it be completed, to the shareholders of Balmoral include:

  • Near-term, dilution-free infusion of $3.4-million to $3.5-million hard dollars from the sale of a non-core, inactive asset, which if spent on exploration on the company's Detour trend project would be eligible for a 28-per-cent tax credit to the company through current exploration incentive programs in Quebec;
  • Upside leverage to future exploration activities on the Discovery zone property and the other activities of Wallbridge through a share position in Wallbridge. The 2,381,575 shares represent approximately 1.3 per cent of the currently issued and outstanding shares of Wallbridge;
  • Potential for future cash flow through the retained 1-per-cent NSR on the Discovery zone property;
  • Potential for near-term enhancements to the local infrastructure network proximal to the company's Grasset nickel-copper-cobalt-platinum-group-element deposit and recent gold discoveries.

The Discovery gold zone was last targeted by the company in 2011. The zone has currently flooded but established underground ramp access and was bulk sampled in 2004 by previous operators. Over 50,000 metres of surface and underground drilling have defined a number of narrow, but high-grade, gold-mineralized veins from the bedrock surface to a depth of approximately 250 vertical metres. Additional details on the Fenelon property and the Discovery zone are available on the company's website.

"We are pleased to have found a group with a background of safe and environmentally responsible project management to potentially move the Discovery zone forward," said Darin Wagner, president and chief executive officer of Balmoral. "The funds acquired in this transaction will support our ongoing efforts to delineate and expand the nearby Martiniere gold system and our continued exploration efforts throughout the Detour trend project area."

The Discovery zone property being sold does not include any portion of the Grasset ultramafic complex, which hosts the Grasset deposit, nor does it cover any of the projected extension of the Sunday Lake deformation zone through this portion of the company's landholdings. Both of these highly prospective target environments will be retained by Balmoral.

The LOI outlines the terms of the proposed transaction which are as follow (for reference the LOI date is May 24, 2016):

  • Wallbridge shall immediately upon receipt of Toronto Stock Exchange approval issue to Balmoral that number of common shares in the capital of Wallbridge as is equal to $200,000 based on the 20-day volume-weighted average trading price of Wallbridge's common shares in the 20 days immediately prior to market close on May 20, 2016, said payment equalling 2,381,575 common shares of Wallbridge. The shares issued will be subject to standard four-month hold provisions.
  • The parties shall, using their respective best efforts, prepare a purchase agreement to confirm and expand on the terms outlined in the LOI. It is the intention of the parties that the purchase agreement shall be signed within 60 days of the LOI date.
  • Under the terms of the LOI the purchase price for the property, if paid by Wallbridge to Balmoral within 60 days of LOI date, will be $3.4-million cash.
  • Should Wallbridge not be in a position to make the required cash payment within 60 days of the LOI date the cash purchase price will increase to $3.5-million. Wallbridge may extend the final deadline for payment to 120 days from the LOI date by making two non-refundable cash payments to Balmoral of $500,000 each on or before the 60th and 90th day from the LOI date. Both payments will form part of the final purchase price.
  • Should the purchase agreement not be completed and/or the purchase payment(s) not be received by Balmoral under the terms outlined above then the LOI and/or the purchase agreement (if completed) shall automatically terminate. Upon termination of the LOI and/or purchase agreement, Wallbridge will retain no interest in the property, and Balmoral will be entitled to retain any payments previously received under the terms of the LOI and/or purchase agreement.
  • In all cases Balmoral shall retain a 1-per-cent NSR on any future production from the property.

Mr. Wagner, PGeo, has acted as the non-independent qualified person for the technical information contained herein. Mr. Wagner has visited the Fenelon and Discovery zone properties on multiple occasions, supervised the most recent drilling programs on the property, and reviewed the available historical technical information from the property.

We seek Safe Harbor.

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