17:33:08 EDT Sat 04 Jul 2020
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Balmoral Resources Ltd
Symbol BAR
Shares Issued 178,398,041
Close 2020-05-22 C$ 0.81
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Balmoral completes acquisition by Wallbridge

2020-05-22 15:08 ET - News Release

Also News Release (C-WM) Wallbridge Mining Company Ltd

Mr. Marz Kord of Balmoral reports


Balmoral Resources Ltd. and Wallbridge Mining Company Ltd. have completed the previously announced plan of arrangement between the parties. With completion of the arrangement, Wallbridge has now acquired 100 per cent of the issued and outstanding common shares of Balmoral in exchange for consideration of 0.71 of a common share of Wallbridge for each Balmoral share.

"With the completion of the arrangement, Wallbridge now controls a district-scale land position along the Detour-Fenelon gold trend, a major structure that hosts the Detour Lake gold mine, the Fenelon gold project, and numerous other gold exploration and development projects," said Marz Kord, president and chief executive officer of Wallbridge. "The properties acquired from Balmoral dramatically increase our footprint in Quebec to 739 square kilometres of underexplored and highly prospective ground that is clearly complimentary to our rapidly expanding Fenelon gold project. As announced earlier this week, our exploration team has begun evaluating the newly acquired properties and drilling to identify extensions of the Fenelon gold system is planned to begin this summer."

"The strong drilling results from both companies over the last few weeks and accompanying strong move in the share prices of Wallbridge and Balmoral into today's completion of the arrangement simply reinforces the rationale for combining the two companies," said Darin Wagner, former president and CEO of Balmoral. "To the Balmoral shareholders -- our team again thanks you for your tremendous support over the last decade and we are excited by what lays ahead for the combined entity."

Pursuant to the arrangement, Balmoral shareholders have received 0.71 of a common share of Wallbridge in exchange for each Balmoral share held immediately prior to completion of the arrangement. In the aggregate, 130,556,944 Wallbridge shares were issued under the arrangement to Balmoral shareholders as consideration for their Balmoral shares. The existing Wallbridge and former Balmoral shareholders now own approximately 82 per cent and 18 per cent of the issued and outstanding Wallbridge shares, respectively.

As a result of the arrangement, Balmoral has become a wholly owned subsidiary of Wallbridge and the Balmoral shares are anticipated to be delisted from the Toronto Stock Exchange following the close of trading on May 25, 2020.

Former registered shareholders of Balmoral will be required to submit their share certificates or DRS advices and letters of transmittal to TSX Trust and to follow the instructions contained in the Balmoral management information circular dated March 27, 2020, in order to obtain Wallbridge share certificates pursuant to the arrangement. In addition, the outstanding options of Balmoral have been adjusted in accordance with their terms and the exchange ratio such that 6,871,647 options of Wallbridge have been reserved for exercise.

About Wallbridge Mining Company Ltd.

Wallbridge is establishing a pipeline of projects that will support sustainable 100,000-ounce-plus annual gold production, as well as organic growth through exploration and scalability.

About Balmoral Resources Ltd.

Balmoral is a multiaward-winning Canadian-focused exploration company with a portfolio of gold and base metal properties located within the prolific Abitibi greenstone belt.

We seek Safe Harbor.

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