Wallbridge Mining Company Limited (TSX:WM) completed the acquisition of Balmoral Resources Ltd from 2176423 Ontario Ltd. and others.
Upon completion of the transaction, existing Wallbridge and Balmoral shareholders will own approximately 82% and 18% of Wallbridge's pro forma issued and outstanding shares, respectively. Upon closing, Balmoral will become a wholly-owned subsidiary of Wallbridge. Balmoral will cease to be a reporting issuer and Balmoral's shares will be de-listed from the TSX. Balmoral will pay CAD 2.5 million termination fee to Wallbridge in case of termination of agreement by Balmoral and Wallbridge will pay a termination fee of CAD 0.5 million. The Board of Directors of the combined company will initially be comprised of nine directors, all of whom will be Wallbridge's directors. The transaction will be affected by way of a court-approved plan of arrangement under the Business Corporation Act (British Columbia) and is subject to approvals from the Toronto Stock Exchange, as well as other conditions including Balmoral's shareholder approval at a meeting to be held on May 7, 2020, dissent rights having been exercised in respect to no more than 5% of the outstanding share capital of Balmoral Resources, approval for listing on the TSX of Wallbridge shares to be issued pursuant to the transaction and third party consents. The boards of directors of Balmoral and Wallbridge unanimously approved the transaction.
Eric Sprott, owner of 2176423 Ontario Ltd, which holds 11.42% stake in Balmoral Resources, and directors and senior officers of Balmoral Resources have agreed to vote in favor of transaction. In aggregate, shares, options and deferred stock units of Balmoral subject to the lock up agreements represent 17.34% of Balmoral's securities entitled to vote at the meeting. PI Financial Corp. has provided an opinion to the special committee that the consideration to be received by Balmoral's shareholders in respect of the arrangement is fair, from a financial point of view, to Balmoral's shareholders. After taking into consideration, among other things, the recommendation of the fairness opinion, the special committee concluded that the arrangement is in the best interests of Balmoral and recommend that the Balmoral Board recommend that Balmoral's shareholders vote in favor the arrangement resolution to approve the arrangement. As of March 20, 2020, Balmoral has been granted an interim order by the Supreme Court of British Columbia in connection with the transaction. Shareholders of Balmoral Resources approved the merger in the special meeting held on May 7, 2020. Court approval of the arrangement will be sought at a hearing for a Final Order scheduled for May 13, 2020. As of May 13, 2020, the final order from the Supreme Court of British Columbia approving the transaction, was obtained. Balmoral formed a special committee of independent and disinterested directors of the board. Wallbridge also formed a special committee of the board of directors in connection with the transaction. The transaction is expected to be completed on or about, May 22, 2020 and Balmoral would be delisted from the Toronto Stock Exchange on or about May 25, 2020.
Canaccord Genuity Corp. acted as financial advisor and fairness opinion provider and Chris Irwin of Irwin Lowy LLP acted as legal advisor to Wallbridge. INFOR Financial Inc. acted as financial advisor and Blake, Cassels & Graydon LLP acted as legal advisor to Balmoral's special committee. Daniel Allen, Brett Kagetsu, Henry Harris, Kathleen Ritchie, France Tenaille, Jill Dunn, Martin Palleson, Shayne Strukoff and Jonathan Ross, Michael Schalke, and Brent Kerr of Gowling WLG (Canada) LLP and Dorsey & Whitney LLP acted as legal advisors to Balmoral Resources Ltd. PI Financial Corp. acted as financial advisor and provided fairness opinion to special committee of Balmoral. Laurel Hill Advisory Group acted as proxy solicitor for Balmoral. Laurel Hill Advisory Group will receive fees of up to CAD 35,000. Computershare Investor Services Inc. acted as registrar and transfer agent for Balmoral. TSX Trust Company acted as depositary in the transaction.
Wallbridge Mining Company Limited (TSX:WM) completed the acquisition of Balmoral Resources Ltd (TSX:BAR) from 2176423 Ontario Ltd. and others on May 22, 2020. In the aggregate, 130.6 million Wallbridge Shares were issued to Balmoral shareholders as consideration for their Balmoral Shares. On May 25, 2020, the Balmoral Shares ceased trading on the TSX.