Press ReleasesMarch 31, 2010
Wallbridge Mining Board Approves Special Warrant Dividend and Spin-out of BC Properties into New Company, Miocene Metals Limited
Toronto, Ontario - March 31, 2010 - Wallbridge Mining Company Limited ("Wallbridge") (TSX: WM) today announced that the Company's Board of Directors has approved a plan that would see the Company distribute to its shareholders a dividend consisting of special warrants exchangeable into common shares of Miocene Metals Limited ("Miocene Metals").
Miocene Metals is a new company created to acquire all of Wallbridge's British Columbia porphyry copper-gold-molybdenum properties. The transaction is modeled after Wallbridge's successful spin-out of its Minnesota properties into Duluth Metals Limited in 2005. That transaction, which saw Wallbridge shareholders and Wallbridge receive 21.8 million shares of Duluth Metals Limited, has generated in excess of $50 million dollars of value for Wallbridge and Wallbridge shareholders.
"This is the first step towards creating additional value for Wallbridge shareholders as we did when we spun out the Minnesota properties" stated Wallbridge President and CEO, Alar Soever "The Company feels strongly that the value of our BC assets is not reflected in the price of Wallbridge shares. In undertaking this reorganization, we are confident that Wallbridge shareholders, in becoming direct shareholders of Miocene Metals, will receive value, without incurring any dilution in their investment in Wallbridge and in Wallbridge's investment in Duluth Metals."
As a stand alone entity Miocene Metals will more easily be able to finance advancement of these properties and will present to our shareholders a direct investment in an entire belt of Miocene-age intrusions with incredible potential, which has seen relatively little or no systematic exploration."
Under the terms of the plan, shareholders of Wallbridge will receive a dividend-in-kind of one special warrant of Miocene Metals for every 6 common shares of Wallbridge held as of the close of business April 23rd, 2010. Following this transaction, Miocene Metals will acquire from Wallbridge all of its BC properties in exchange for Miocene Metals common shares.
Miocene Metals will then complete a liquidity event which will be either (i) a significant financing of not less than $3,000,000 and the listing of the common shares of Miocene Metals on a Canadian or US stock exchange or (ii) a "reverse take-over" with a company listed on a Canadian or US stock exchange or (iii) the completion by Miocene Metals of an IPO and the listing of its shares on a Canadian or US stock exchange.
In the event that Miocene Metals does not complete one of the liquidity events by October 31, 2011, the special warrants will expire and Miocene Metals will continue to be a subsidiary of Wallbridge.
Immediate plans for Miocene Metals will be to complete a private placement financing, a joint venture with Wallbridge which will see Wallbridge fund an initial exploration program on the properties using its existing BC Flow Through funding, and to then to complete one of the liquidity events together with a further financing, which will allow for an aggressive exploration program on the properties.
Following this transaction, Miocene Metals will hold seven properties covering 1322.01 hectares of ground that is highly prospective for porphyry copper, gold and molybdenum mineralization in southwestern BC. The properties, including Rogers Creek, Mount Barr, Sunshine, Custer Ridge, Shulaps, Whitecross and MacKenzie (see Wallbridge BC Properties Showing Cascade Magmatic Arc on Wallbridge website at www.wallbridgemining.com), were staked or acquired through option agreements and cover Miocene-aged granodioritic to quartz-monzonitic felsic intrusions. These intrusions are part of the Cascade Magmatic Arc, which is geologically similar to the Miocene-aged Chilean porphyry belt, which hosts giant deposits such as Chuquicamata, El Teniente and Escondida. The seven properties range from grassroots stage, with known mineral showings and anomalous stream sediment and grab sample results, to properties that are almost drill-ready and have returned economic chip and grab sample values and drill intersections over widths of 10's of metres.
The summer 2010 program will be tailored to determine whether individual properties will advance to the next stage of exploration and will include first and second stage drilling as appropriate. It is anticipated that field work will commence by early May after consultation with local First Nations and other stake holders.
The Qualified Person responsible for the technical content of this press release is Bruce Jago, PhD. P.Geo, Vice-President, Exploration of Wallbridge Mining Company Limited.
About the Companies
Wallbridge Mining Company Limited's primary focus is the exploration for platinum group element ("PGE"), nickel, and copper deposits in the Sudbury area of Ontario. The Sudbury area hosts the world's largest concentration of nickel deposits and is currently the most active mining camp in North America. Major joint venture partners in Sudbury include Vale Inco, Xstrata Nickel, Lonmin Plc. and Impala Platinum Holdings Limited. Wallbridge also has a major shareholding in Duluth Metals Limited, which has defined a large copper-nickel-PGE resource in the rapidly emerging Duluth Complex base metal camp in Minnesota.
Miocene Metals Limited will be a company focused on exploration for and development of copper-gold-molybdenum resources in southwestern British Columbia within the Cascade Magmatic Arc.
For Further Information
Please visit the Company's website at www.wallbridgemining.com, or contact:
Wallbridge Mining Company Limited
Alar Soever, President and CEO
Tel: (705) 682-9297
Email: [email protected]
Mara Strazdins, Vice-President, Investor Relations
Tel: (416) 369-1500 ext 222
Email: [email protected]
This document may contain forward-looking statements relating to Wallbridge's operations or to the environment in which it operates. Such statements are based on operations, estimates, forecasts and projections. They are not guarantees of future performance and involve risks and uncertainties that are difficult to predict and may be beyond Wallbridge's control. A number of important factors could cause actual outcomes and results to differ materially from those expressed in forward-looking statements, including those set forth in other public filings. In addition, such statements relate to the date on which they are made. Consequently, undue reliance should not be placed on such forward-looking statements. Wallbridge disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, save and except as may be required by applicable securities laws.