Wallbridge Mining Company Limited and Balmoral Resources Ltd. to Combine in an All-Stock Transaction, Creating a Formidable and Well Financed Canadian Exploration & Development Company with a Dominant Land Position along the Detour Gold Trend in Quebec - Seite 2

• An immediate and significant premium of 46% based on the volume weighted average price of the shares of both companies for the 20-trading day period ending February 28, 2020, and 60% to the closing price of the Balmoral common shares on the TSX on February 28, 2020.
• Exposure to Wallbridge’s existing Fenelon property, which hosts the highly prospective Area 51 and Tabasco zones, multiple exploration targets and significant underground infrastructure
• Participation in the potential upside of Wallbridge’s shares from any exploration and development success at Fenelon, as well as the pro forma company’s other properties
• Significantly enhanced trading liquidity
• The combined entity will have an enhanced capital markets profile and a pro forma cash balance of approximately C$67 million, which takes on particular importance given the extreme market volatility experienced over the past trading week, to advance the combined assets and pursue further growth opportunities

“This strategic transaction makes sense for the shareholders of both Wallbridge and Balmoral,” said Marz Kord, President, CEO & Director of Wallbridge. “The combination of our two companies creates an entity with a solid balance sheet; a diverse yet focused project portfolio; a motivated management group experienced in exploration, development and production; and the scale, resource growth potential and discovery upside that gives us the opportunity to build on the strengths of both companies.”

Darin Wagner, President, CEO & Director of Balmoral, stated, “The recent exploration success at Tabasco, Ripley and throughout Area 51 speak to a large gold system which we are just beginning to unlock and which is combined in its entirety through this transaction. Today’s announcement creates one of best funded exploration companies in Canada which has enjoyed tremendous support from Mr. Eric Sprott and a solid shareholder base which includes gold producer Kirkland Lake Gold who operate along the Detour Gold Trend.”

Transaction Details

The Transaction will be affected by way of a court-approved plan of arrangement under the Business Corporations Act (British Columbia) and will be subject to the approval of two thirds of the votes cast at a special meeting of Balmoral shareholders to be held on or about May 7, 2020. The transaction is subject to approvals from the Toronto Stock Exchange, as well as other conditions. The Arrangement Agreement provides for, among other things, customary reciprocal board support and non-solicitation covenants, with “fiduciary out” provisions that allow Balmoral to accept a superior proposal in certain circumstances and “right to match period” in favour of Wallbridge. The Arrangement Agreement also provides for a termination fee of C$2.5 million to be paid by Balmoral to Wallbridge if the Arrangement Agreement is terminated by Balmoral in certain specified circumstances and reimbursement of expenses for either party if the Arrangement Agreement is terminated in certain other specified circumstances.