Wallbridge Mining Company Limited (TSX: WM) (OTCQX: WLBMF) announced that it has entered into a definitive agreement with Archer Exploration Corp. (CSE: RCHR) pursuant to which, Archer will acquire all of Wallbridge’s property, assets, rights and obligations related to its portfolio of nickel assets, including the Grasset property, to create a focused and well-funded publicly-traded nickel exploration and development company. Wallbridge will continue to focus on its core Detour-Fenelon Gold Trend properties while enabling shareholders to participate in the potential economic upside in Archer.

Under the terms of the Agreement, Wallbridge will receive an upfront consideration of C$53.6 million, consisting of 198,635,786 common shares of Archer, valued using the July 12, 2022, closing price of Archer shares. Archer will proceed with a private placement of securities to raise gross proceeds of not less than $10,000,000 to be completed on or before the closing of the Transaction. Under the terms of the Transaction, Wallbridge has agreed to make a distribution of Archer Shares to Wallbridge shareholders within 60 days of Closing, such that following the Distribution Wallbridge would retain a 19.9% basic ownership interest in Archer, after giving effect to, among other things, the Financing.

In addition:

• Archer will grant Wallbridge a royalty equal to 2% of net smelter returns less the amount of any pre-existing royalties on encumbered portions of the Grasset property. In certain circumstances, Wallbridge will be granted a right of first refusal to acquire any new royalties sold by Archer on the Grasset property.
• Wallbridge will have the right to nominate two directors to Archer’s board of directors, with the current nominees being Marz Kord, Chief Executive Officer of Wallbridge and Brian Penny, Chief Financial Officer of Wallbridge, pursuant to the terms of an investor rights agreement to be entered into in connection with Closing. Such agreement will also provide, among other things, that for so long as Wallbridge holds at least 10% of the issued and outstanding shares of Archer, it will have a pro rata pre-emptive right, top-up rights and a standard piggyback registration right subject to underwriter cutback.
• Wallbridge and Archer will also enter into an exploration cooperation agreement concerning the Grasset property in connection with Closing. The Exploration Agreement applies to the Grasset property but excludes those portions which include the mineral resource on such property. Pursuant to the Exploration Agreement, Wallbridge will be granted the right to explore the Gold Cooperation Area for gold in certain circumstances. If the results from either Wallbridge’s or Archer’s exploration work in the Gold Cooperation Area establish a mineral resource that consists of primary gold mineralization, then the parties will form a joint venture in which Archer will have a 30% interest and Wallbridge will have a 70% interest. If the results from Wallbridge’s exploration work in the Gold Cooperation Area establish a mineral resource that consists of primary mineralization other than gold, then the parties will form a joint venture in which Archer will have a 70% interest and Wallbridge will have a 30% interest. The purpose of any such joint ventures will be to explore, develop and operate such mineral resource. The Exploration Agreement has a term of five years and is subject to earlier termination in certain circumstances.

Marz Kord, President and CEO, commented, “Our core focus remains on the exploration and development of our 100%-owned Fenelon Gold property, located on the highly prospective Detour-Fenelon Gold Trend in Northern Abitibi, Quebec, where we are currently in the midst of a major drilling campaign to expand the multi-million-ounce resource that we have already identified. The opportunity to have our portfolio of non-core nickel assets acquired by a focused, publicly-traded nickel development and exploration company led by a world-class team unlocks the value of these assets and allows Wallbridge and its shareholders to benefit from their future development potential.”

The Transaction is subject to certain closing conditions specified in the Agreement, including completion of the Financing and other customary closing conditions for a transaction of this nature, including receipt of approval by the Canadian Securities Exchange and other required regulatory approvals.

Archer Shares distributed to Wallbridge shareholders pursuant to the Distribution will be subject to a statutory four-month hold. The number of Archer Shares to be distributed per common share of Wallbridge will be fixed at a later date.  Pursuant to the Agreement, it is intended that, subject to Wallbridge shareholder approval, the Distribution will be effected as a return of capital. Further information about Archer can be found in Archer’s regulatory filings available on SEDAR at www.sedar.com.

Closing of the Transaction is expected to occur in the fourth quarter of 2022.

Advisors

Cormark Securities Inc. is acting as financial advisor to Wallbridge and Stikeman Elliott LLP is acting as Wallbridge’s legal advisor.

About Wallbridge Mining

Wallbridge is focused on creating value through discovering, acquiring, developing, and producing gold from a portfolio of advanced exploration-stage assets in established Canadian mining jurisdictions. Wallbridge’s flagship Fenelon Project is situated on the highly prospective Detour-Fenelon Gold Trend in Northern Abitibi, Quebec. Fenelon and Martiniere are located within a highly prospective 910 km² exploration land package controlled by Wallbridge which is located near existing power and transportation infrastructure.

A 2022 mineral resource estimate returned 2.67 million ounces of indicated mineral resources and 1.72 million ounces of inferred mineral resources. The MRE validated the multi-million-ounce gold potential of Fenelon and Wallbridge’s nearby Martiniere Property.

Wallbridge also has interests in several copper, nickel, and platinum group metal properties, including a 17.8% interest in Lonmin Canada Inc.