Mr. John Foulkes reports
BALMORAL RESOURCES LTD. ANNOUNCES MAILING OF MANAGEMENT INFORMATION CIRCULAR IN CONNECTION WITH A SPECIAL MEETING TO CONSIDER THE PROPOSED ACQUISITION BY WALLBRIDGE MINING COMPANY LIMITED
Balmoral Resources Ltd. has mailed and filed its management information circular and related meeting materials in connection with a special meeting of the holders of common shares, stock options and deferred share units of the company to be held on May 7, 2020. The purpose of the meeting is to seek the Balmoral securityholders' approval in connection with the previously announced (see NR20-04, March 2, 2020) proposed acquisition by Wallbridge Mining Co. Ltd. of all of the issued and outstanding Balmoral common shares.
Balmoral securityholders of record as at March 27, 2020, should receive these meeting materials by mail shortly. The meeting materials are also available on the Balmoral website, by following the May, 2020, special meeting link, and on SEDAR under the company's profile.
Balmoral encourages its securityholders to watch for, or request from their financial adviser, the meeting materials and to read them in detail. For Balmoral securityholders to ensure that their Balmoral securities will be represented at the meeting, such securityholders should carefully follow the voting instructions provided in the meeting materials. The deadline for submission of proxies is 2 p.m. Pacific Time on May 5, 2020.
Balmoral provides notice that because of the continuing COVID-19 pandemic, and the constantly evolving restrictions on the size of public gatherings that are beyond its control, attending and voting in person at the meeting may be difficult. The company encourages securityholders to vote in advance of the meeting by proxy via the Internet, phone, fax or mail. The company will provide an option for registered Balmoral securityholders (or their proxyholders) to participate on-line and to vote their Balmoral securities at the meeting
on-line. Further details on how to vote the Balmoral securities and the requirements with respect to attending the meeting
on-line are contained in the circular.
The proposed transaction
On March 2, 2020, Balmoral and Wallbridge entered into an arrangement agreement whereby, subject to the terms and conditions of the arrangement agreement, Wallbridge will acquire all of the Balmoral common shares on the basis of 0.71 of a Wallbridge common share for each Balmoral common share.
The Balmoral board of directors, after consideration of the recommendation of the special committee of the board consisting exclusively of independent directors, its external financial and legal advisers, and receipt of an independent fairness opinion which, among other things, indicated that, subject to certain assumptions outlined therein, the proposed transaction was fair from a financial point of view to Balmoral and the Balmoral shareholders, has unanimously approved the arrangement agreement and recommends that the Balmoral securityholders vote their Balmoral securities in favour of the proposed transaction.
Benefits of the transaction
The proposed transaction will result in one of the best financed junior exploration and development companies in Canada. It will combine the gold and nickel assets of the two companies, including Balmoral's and Wallbridge's highly prospective district-scale gold exploration and development projects in Quebec along the Detour gold trend, under one management team to more efficiently move them forward. Further information on the benefits to Balmoral securityholders can be found in the joint press release dated March 2, 2020, filed under each of the companies' respective SEDAR profiles, their websites and in the circular.
Balmoral special meeting
The meeting of Balmoral securityholders to consider and, if thought fit, to approve the proposed transaction, will be held on May 7, 2020, at 2 p.m. Pacific Time at the Bentall 5 Conference Room, ground floor, 550 Burrard St., Vancouver, B.C., and on-line at the Lumia GM website. The date and time of the meeting are subject to any changes which may result from the current global pandemic situation (none of which are currently contemplated). In accordance with Canadian federal, provincial and municipal requirements, any Balmoral securityholder or proxyholder who chooses to attend in person will be subject to requirements regarding social distancing, and anyone who has COVID-19 symptoms should not attend in person.
Balmoral securityholder questions and assistance
Balmoral securityholders who have any questions or require assistance in voting their Balmoral securities may contact Laurel Hill Advisory Group, the company's proxy solicitation agent, by telephone in North America toll-free at 1-877-452-7184 or from outside North America at 1-877-452-7184 (North American toll-free) or 1-416-304-0211 (outside North America), or by e-mail at
email@example.com, or their professional financial adviser(s).
About Balmoral Resources Ltd.
Balmoral is a multiaward-winning Canadian-focused exploration company exploring a portfolio of gold and base metal properties located within the prolific Abitibi greenstone belt.
We seek Safe Harbor.
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