In total 99.4% of the Balmoral securityholders who cast ballots voted to approve the Arrangement. Under the terms of the Arrangement, Wallbridge will, among other things, acquire all of the issued and outstanding shares of Balmoral, with Balmoral shareholders receiving 0.71 of a common share of Wallbridge for each issued and outstanding common share of Balmoral currently held.
In connection with Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions of the Canadian Securities Administrators, the special resolution approving the Arrangement was also passed by a simple majority of the votes cast by the Securityholders, and shareholders separately, either in person or represented by proxy at the Meeting, excluding votes cast by persons whose votes may not be included in determining minority approval of a business combination, namely the 2,822,834 common shares and 2,910,500 options held by
'We are pleased that the securityholders of Balmoral have accepted the Board's recommendation and voted over 99% in favor of the proposed acquisition of Balmoral by Wallbridge.' said
Court approval of the Arrangement will be sought at a hearing for a Final Order scheduled for
About
Balmoral is a multi-award winning Canadian-focused exploration company exploring a portfolio of gold and base metal properties located within the prolific Abitibi greenstone belt. The Company's flagship
Contact:
Tel: (604) 638-5816
Email: dwagner@balmoralresources.com
This press release contains statements which constitute 'forward-looking information' within the meaning of applicable securities laws, including statements regarding the plans, intentions, beliefs and current expectations of Balmoral with respect to future business activities and operating performance. Forward-looking information is often identified by the words 'may', 'would', 'could', 'subject to', 'should', 'will', 'intend', 'plan', 'anticipate', 'believe', 'estimate', 'expect' or similar expressions and include information regarding: (i) expectations regarding whether the Arrangement (the 'Proposed Transaction') will be consummated, including whether conditions to the consummation of the Proposed Transaction as provided under the arrangement agreement with Wallbridge dated
Investors are cautioned that forward-looking information is not based on historical facts but instead reflect with respect to the potential completion and benefits of the Proposed Transaction, Balmoral's respective management's expectations, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Although Balmoral believes that the expectations reflected in such forward-looking information are reasonable, such information involves risks and uncertainties, and undue reliance should not be placed on such information, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements of the combined company. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking information are the following: the ability to consummate the Proposed Transaction; the ability to obtain requisite court and regulatory approvals and the satisfaction of other conditions to the consummation of the Proposed Transaction on the proposed terms and schedule; the ability of Wallbridge and Balmoral to successfully integrate their respective operations and employees and realize synergies and cost savings at the times, and to the extent, anticipated; the potential impact on exploration activities; the potential impact of the announcement or consummation of the Proposed Transaction on relationships, including with regulatory bodies, employees, suppliers, customers and competitors; the re-rating potential following the consummation of the Proposed Transaction; changes in general economic, business and political conditions, including changes in the financial markets; changes in applicable laws; compliance with extensive government regulation; unquantifiable risks related to government actions and interventions, supply chain disruptions and disruptions, enhanced uncertainty in global financial markets and the current suspension of Balmoral's and Wallbridge's exploration activities as a result of the current COVID-19 pandemic and the diversion of management time on the Proposed Transaction. The delivery of exploration results can be, and often are, affected by unexpected delays in the receipt of analytical results from third party suppliers which are beyond the control and best efforts of the Company. This forward-looking information may be affected by risks and uncertainties in the business of Balmoral and market conditions. This information is qualified in its entirety by cautionary statements and risk factor disclosure contained in filings made by Balmoral with the Canadian securities regulators, including Balmoral's annual information form, audited financial statements and related MD&A for the financial year ended
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