Wallbridge Special Meeting of Shareholders Reminder

TORONTO, Oct. 04, 2022 (GLOBE NEWSWIRE) -- Wallbridge Mining Company Limited (TSX:WM, OTCQX:WLBMF) (“Wallbridge” or the “Company”) would like to remind its shareholders (“Shareholders”) of the upcoming Special Meeting of Shareholders (the “Special Meeting”) to be held at 4:30 PM (Eastern Daylight Time) on October 18, 2022 and the timing of associated events.

The Special Meeting is related to the proposed distribution (the “Distribution”) to Shareholders of a portion (the “Distribution Shares”) of the 66,211,928 common shares (the “Archer Shares”) of Archer Exploration Corp. (CSE: RCHR) (“Archer”) that are expected to be received by the Company as partial consideration following the closing (the “Closing”) of the proposed acquisition by Archer of all of the property, assets, rights and obligations related to Wallbridge’s portfolio of nickel assets (the “Transaction”). Closing is expected to occur in the fourth quarter of 2022, and such number of Archer Shares to be distributed is adjusted to reflect a proposed consolidation immediately prior to the date of the Closing at a rate of three pre-consolidation Archer Shares for one post-consolidation Archer Share.

At the Special Meeting, Shareholders of record as of September 8, 2022 are being asked to approve a special resolution (the “Stated Capital Reduction Resolution”) authorizing and approving a reduction of the stated capital account of the common shares of Wallbridge (the “Stated Capital Reduction”) for the purpose of effecting the Distribution as a return of capital (“Return of Capital”) in order to minimize the up-front tax consequences for Shareholders. The Transaction is not subject to approval by Shareholders.

The Company believes the Distribution, including the Stated Capital Reduction and Return of Capital, represents an appropriate means of rewarding Shareholders for their support in a tax-efficient manner. As such, management’s recommendation is that Shareholders vote FOR the Stated Capital Reduction Resolution as detailed in the meeting materials provided to all Shareholders and available on the Company’s website, at Sedar.com and at https://docs.tsxtrust.com/2016. For the details of the Distribution, Shareholders are urged to read the Company’s management information circular dated September 7, 2022 provided as part of such meeting materials, including in particular for important Canadian tax matters.