Press ReleasesNovember 03, 2014
Wallbridge Agrees to Sell and Vote its Shares in Duluth Metals Limited in Favour of Antofagasta
Toronto, Ontario - November 3, 2014 - Wallbridge Mining Company Limited (TSX: WM, FWB: WC7) ("Wallbridge") today announced that it has entered into a support agreement with Antofagasta Investment Company Limited ("Antofagasta") in connection with Antofagasta's proposed acquisition (the "Acquisition") of Duluth Metals Limited ("Duluth") whereby Wallbridge will vote all of its Duluth shares in favour of the Acquisition. For more information on the proposed transaction between Duluth and Antofagasta, please see Duluth's press release released earlier today.
Under the current circumstances, Wallbridge has also agreed to sell half (i.e. 5,075,061) of its 10,150,121 Duluth shareholdings to Antofagasta at a price of $0.45 (Canadian) per share for total gross proceeds of $2,283,777.45, with closing of such transaction to occur on or about November 10, 2014. Pursuant to the terms of the share purchase agreement, and to ensure that Wallbridge is treated identical to other Duluth shareholders, if the ultimate price paid per Duluth share by Antofagasta to other shareholders on closing of the Acquisition is greater than $0.45 per share, Antofagasta will pay the difference to Wallbridge. Additionally, if the Acquisition is not completed but Antofagasta tenders its newly acquired 5,075,061 Duluth shares from Wallbridge to a superior proposal, Antofagasta will pay Wallbridge the difference in consideration which Wallbridge would have otherwise received had it not disposed of its Duluth shares.
The support agreement may be terminated on the occurrence or non-occurrence of certain events as set out therein, including Duluth proposing to support a superior proposal. A failure to complete the transaction by February 15, 2015 will also result in termination of the support agreement. The support agreement and share purchase agreement may be found on Wallbridge's corporate profile page on SEDAR at www.sedar.com.
About Wallbridge Mining
Wallbridge Mining Company Limited (WM:TSX) is currently operating its first polymetallic mine, producing copper, platinum, palladium, and gold from the Broken Hammer open pit mine in Sudbury, Ontario, Canada's premier mining district.
For Further Information
Please visit the Company's website at www.wallbridgemining.com, or contact:
Vice President, Corporate Communications
Tel: (705) 682-9297 ext. 263
Email: [email protected]
This press release may contain forward-looking statements (including "forward-looking information" within the meaning of applicable Canadian securities legislation and "forward-looking statements" within the meaning of the US Private Securities Litigation Reform Act of 1995) relating to, among other things, the operations of Wallbridge and the environment in which it operates. Generally, forward-looking statements can be identified by the use of words such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved". Forward-looking statements are not guarantees of future performance and such information is inherently subject to known and unknown risks, uncertainties and other factors that are difficult to predict and may be beyond the control of Wallbridge. There is no assurance that the Duluth Acquisition will proceed or that a superior proposal will be received. Consequently, undue reliance should not be placed on such forward-looking statements. In addition, all forward-looking statements in this press release are given as of the date hereof.
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. The forward-looking statements contained herein are expressly qualified by this disclaimer.