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Waverley Resources Ltd Announces Proposed Plan of Arrangement

·6-min read

TORONTO, May 18, 2021 (GLOBE NEWSWIRE) -- Waverley Resources Ltd. (“Waverley” or the “Corporation”) is pleased to announce that it is has today entered into an Arrangement Agreement with its wholly-owned subsidiaries, Talmine Resources Ltd. (“Talmine”) and Woodbridge Resources Ltd. (“Woodbridge”) to: (i) transfer its ownership and rights in the Tin City Tungsten-Silver-Lead-Zinc property (the “Tin City Project”) into Talmine, (ii) transfer its ownership and rights in the Lauder Copper-Gold property (the “Lauder Project”) into Woodbridge, and (iii) spin-out all of the securities of Talmine and Woodbridge to Waverley’s shareholders on a pro rata basis, all through a Plan of Arrangement under section 182 of the Business Corporations Act (Ontario) (the “Arrangement”).

The Arrangement will result in each of Talmine and Woodbridge becoming separate unlisted reporting issuers, allowing them to each focus on the development of the Tin City Project and Lauder Project, respectively. The Tin City Project comprises approximately 964.77 hectares in southeastern British Columbia in the Slocan Mining District. Upon completion of the Arrangement, Talmine will hold a 100% interest in the Tin City Project. The Lauder Project comprises approximately 867 hectares in southcentral British Columbia, approximately 40km south of Kamloops. Upon completion of the Arrangement, Woodbridge will hold a 100% interest in the Lauder Project.

Talmine and Woodbridge also intend to each complete a private placement financing of up to 3,000,000 common shares at a price of $0.05 per share for aggregate gross proceeds of $150,000 to each of Talmine and Woodbridge. Talmine and Woodbridge intend to use the proceeds from the financings to carry out an initial work program for the Tin City Project and Lauder Project, respectively, and to cover anticipated near term general and administrative expenditures. The financings are expected to close shortly after the effective date of the Arrangement, and Talmine and Woodbridge expect that several insiders of Waverley will participate in the financings.

Upon completion of the Arrangement, Talmine and Woodbridge will not be listed on a public stock exchange but will both be reporting issuers in Alberta, British Columbia and Ontario. Upon completion of the Arrangement, Waverley Shareholders will continue to participate in the potential growth of the early staged Tin City Project and Lauder Project while Waverley continues to actively seek more advanced assets or business opportunities. Waverley will remain a reporting issuer in Alberta, British Columbia and Ontario.

The Transaction

The Arrangement will include a transfer of the Tin City Project to Talmine, a transfer of the Lauder Project to Woodbridge, and then a distribution of all of the Talmine common shares (“Talmine Shares”) and all of the Woodbridge common shares (“Woodbridge Shares”) to the holders (the “Waverley Shareholders”) of Waverley common shares (“Waverley Shares”) on a pro rata basis.

Waverley Shareholders will be entitled to receive 0.10 Talmine Share, 0.10 Woodbridge Share and one new Waverley common share with substantially the same terms as the existing Waverley common shares for each Waverley Share held as of the effective date of the Arrangement (the “Effective Date”), expected to be on or about June 30, 2021. There will be no change in number or proportion of the shareholders’ holdings in Waverley as a result of the Arrangement.

The Talmine and Woodbridge board of directors will each be comprised of three directors: A. Murray Sinclair (a current Waverley director), Brian Morales (the current Waverley CFO), and Sandra Lee. A. Murray Sinclair will also act as CEO and Quinn Martin will act as CFO of both Talmine and Woodbridge. Additions to the Talmine and Woodbridge management teams will be made as needed as the Tin City Project and Lauder Project, respectively, progress.

Approvals

Waverley will apply for an interim order from the Ontario Superior Court of Justice on or about May 21, 2021, authorizing Waverley to call a shareholder meeting to approve the Arrangement.

The Arrangement will be subject to court approval, as well as approval by not less than two-thirds of the votes cast at the special meeting (the “Meeting”) of the Waverley Shareholders, to be scheduled for June 23, 2021. The record date for the Meeting has been set as May 19, 2021. In light of the ongoing COVID-19 pandemic, the Meeting will be held in person and by virtual format whereby Waverley Shareholders may participate in the Meeting remotely.

The Arrangement is anticipated to be completed in late June 2021 subject to receipt of required shareholder, court and other approvals and satisfaction of other closing conditions. Full details of the Arrangement will be contained in the management information circular (“Circular”) to be issued in connection with the Meeting, which will be mailed to Waverley Shareholders in advance of the Meeting following receipt of the interim order. Waverley Shareholders are cautioned that there can be no assurance that the Arrangement will be completed on the terms described in the Circular or at all.

All scientific and technical information in this news release has been prepared under the supervision of Richard Graham, P. Geol, a “qualified person” within the meaning of National Instrument 43-101 – Standards of Disclosure for Mineral Projects.

Cautionary Note Regarding Forward-Looking Statements

Certain of the statements made and information contained herein is "Forward-looking information" within the meaning of applicable securities laws, including statements concerning our plans, future financings and operations, and the timing and completion of any acquisition or future business opportunities. More particularly, such forward-looking information may include statements with respect to: (i) the completion of the Arrangement and the Effective Date, (ii) the date of the hearing of the Ontario Superior Court of Justice and the Meeting, (iii) the completion of the private placement financings of Talmine and Woodbridge and (iv) the anticipated benefits of the Plan of Arrangement. Such forward-looking information involves known and unknown risks, uncertainties, and other factors which may cause the actual results, performance or achievements of the Corporation, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information. Forward-looking information is subject to a variety of risks and uncertainties that could cause actual events or results to differ from those reflected in the forward-looking information, including, without limitation, the approval of the special resolution of the Waverley Shareholders to approve the Arrangement, the approval of the Arrangement by the Ontario Superior Court of Justice, the receipt of the required governmental and regulatory approvals and consents, general economic, market and business conditions, including in light of the COVID-19 pandemic, changes in national and local government legislation or regulations regarding environmental factors, taxation or foreign investment; political or economic instability; terrorism; inflation; changes in currency exchange rates; fluctuations in commodity prices; dependency on equity market financings to fund operations; and other risks and uncertainties, including those described in each management's discussion and analysis released by the Corporation. In addition, forward-looking information is based on various assumptions. Should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in forward-looking statements. Accordingly, readers are advised not to place undue reliance on forward-looking statements, which speak only as of the date they are made. Except as required under applicable securities legislation, the Corporation undertakes no obligation to publicly update or revise forward-looking information, whether as a result of new information, future events or otherwise.

For Further Information:

Fraser Buchan
Chief Executive Officer
Telephone: (416) 473-4099