Balmoral Announces Recommendations from ISS and Glass Lewis that Shareholders Vote FOR the Proposed Arrangement Between Balmoral and Wallbridge Mining Company Limited

 

• Special Meeting Update
  
• Donation of Personal Protective Equipment to St. Paul’s Hospital
• Updated Timeline for Delivery of Winter 2020 Drill Program Results

VANCOUVER, British Columbia, April 24, 2020 (GLOBE NEWSWIRE) -- Balmoral Resources Ltd. (“Balmoral” or the “Company”) (TSX:BAR; OTCQX:BALMF) announced today that the two leading independent institutional proxy advisory firms, Institutional Shareholder Services  Inc. (“ISS”) and Glass Lewis & Co. (“Glass Lewis”), have each recommended that shareholders vote FOR the special resolution, as outlined in the Company’s management information circular (the “Circular”) (available on the Balmoral website under the Company’s profile at www.sedar.com), whereby Wallbridge Mining Company Limited (“Wallbridge”) will acquire all of the issued and outstanding shares of Balmoral under the terms of the Arrangement Agreement between the parties (the “Proposed Transaction”).

ISS and Glass Lewis are independent third-party proxy advisory firms who, among other services, provide voting recommendations to institutional investors.

Balmoral Special Meeting

The special meeting (the “Meeting”) of Balmoral Securityholders to consider and, if thought fit, to approve the Proposed Transaction, will be held on May 7, 2020 at 2:00 p.m. (Pacific Time) at the Bentall 5 Conference Room, Ground Floor, 550 Burrard Street, Vancouver B.C. and online at https://web.lumiagm.com/267591615. The date and time of the Meeting are subject to any changes which may result from the current global pandemic situation (none of which are currently contemplated). In accordance with Canadian federal, provincial and municipal requirements, any registered Balmoral Securityholder or proxyholder who chooses to attend in person will be subject to requirements regarding social distancing, and anyone who has COVID-19 symptoms should not attend in person.

The Company thanks those securityholders who have already voted by phone or on-line and provides further notice that because of the ongoing COVID-19 pandemic, and the constantly evolving restrictions on the size of public gatherings that are beyond its control, attending and voting in person at the Meeting may be difficult. The Company encourages securityholders to vote in advance of the Meeting by proxy via the internet, phone, fax or mail. The Company will provide an option for registered Balmoral Securityholders or proxyholders to participate online and to vote their Balmoral Securities at the Meeting online. Further details on how to vote the Balmoral Securities and the requirements with respect to attending the Meeting online are contained in the Company’s management information circular.

The deadline for submission of proxies is 2:00 p.m. (Pacific Time) on May 5, 2020.

The Company sent out a letter on April 21, 2020 to securityholders who had not yet voted reminding them to vote well in advance of the proxy voting cut-off.

Minority Approval

In connection with the minority approval vote required at the Meeting under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions with respect to the Proposed Transaction, the Company advises that it will, in addition to the tabulations outlined in the Circular, also tabulate the minority approval vote in respect of only votes by common shareholders (other than Mr. Darin Wagner) and will not include the votes of option holders and of deferred share unit holders in such additional tabulation. The Company will include the result of such additional tabulation in its report of voting results and submissions to the British Columbia Supreme Court in connection with the final order hearing to approve the Proposed Transaction.

Balmoral Securityholder Questions and Assistance

Balmoral securityholders who have any questions or require assistance in voting their Balmoral securities may contact Laurel Hill Advisory Group, the Company’s proxy solicitation agent, by telephone in North America toll free at 1-877-452-7184 or from outside North America at 1-877-452-7184 (North American Toll Free) or +1-416-304-0211 (Outside North America), or by email at assistance@laurelhill.com, or their professional financial advisor(s).

Donation of Personal Protective Equipment

The Company advises that with the government mandated shut down of its exploration activities in Quebec it has donated its remaining stock of personal protective equipment (N95 masks and surgical gloves) to the men and women working the front line of health care at St. Paul’s Hospital in Vancouver.

“We recognize the tremendous bravery and dedication being shown by healthcare workers throughout Canada in the fight against COVID-19 and are pleased to have been able to provide our remaining PPE supplies in support of their effort” said Darin Wagner, President and CEO of Balmoral.

Update on Winter 2020 Drill Program Results 

The Company was not able to complete its designed winter 2020 drill program on the Fenelon property due to the Quebec government’s mandated closure of non-essential services in the province in response to the COVID-19 pandemic. However, as a result of the dedicated efforts of our exploration team, Balmoral was able to complete the sampling of all of the holes drilled during the 2020 winter drill program and deliver the samples to our analytical service supplier for analysis. 

Currently the Company expects final, or near final, results from all drill holes over the next 7-10 days and should be in a position to release the results from the winter 2020 drill program prior to the deadline for securityholder voting with respect to the Proposed Transaction as per its stated goal.

About Balmoral Resources Ltd.

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 Detour Gold Trend Project hosts the resource-stage Bug and Martiniere West gold deposits, the Grasset nickel-copper-cobalt-PGE deposit and a series of new gold discoveries located proximal to recently discovered Area 51 gold system. Employing a drill-focused exploration style in one of the world’s preeminent mining jurisdictions, Balmoral is following an established formula with a goal of maximizing shareholder value through the discovery and definition of high-grade, Canadian gold and base metal assets.

For further information, please contact:

Balmoral Resources Limited

Darin Wagner, P. Geo., M.Sc. President and CEO,
Tel: (604) 638-5816
Email: dwagner@balmoralresources.com

John Foulkes, B.Sc., B.Ed., Vice-President Corporate Development & Officer
Tel: (604) 638-5815
Email: jfoulkes@balmoralresources.com

The Toronto Stock Exchange has neither reviewed nor accepts responsibility for the adequacy or accuracy of this news release.

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 Proposed Transaction will be consummated, including whether conditions to the consummation of the Proposed Transaction as outlined in the Circular will be satisfied, or the timing for completing the Proposed Transaction, (ii) expectations regarding the potential benefits and synergies of the Proposed Transaction and the ability of the combined company to successfully achieve business objectives, including integrating the companies or the effects of unexpected costs, liabilities or delays, (iii) expectations with respect to the timing and location of the Meeting, (iv) expectations regarding financial strength, trading liquidity, and capital markets profile, (v) expectations regarding the timing of receipt and publication of results from the winter 2020 drill program, (vi) the availability of the exemption under Section 3(a)(10) of the U.S. Securities Act to the securities issuable in the Proposed Transaction, (vii) statements regarding the various global-scale uncertainties associated with the COVID-19 pandemic and its effect on any or all of the above, and (viii) expectations for other economic, business, and/or competitive factors.

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, Wallbridge’s and 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 Wallbridge and Balmoral each believe 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, regulatory and securityholder 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 Wallbridge and 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, financial statements and related MD&A for the financial year ended December 31, 2019,  and the Circular filed with the securities regulatory authorities in certain provinces of Canada and available at www.sedar.com.