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Notice to investors
The information on this website is not intended as a solicitation for funds or an offering of securities and should not be construed or interpreted as such. The information on this website is not intended to modify, qualify, supplement or amend information disclosed under applicable securities legislation of the U.S. or Canada. No securities commission or other regulatory authority in either the U.S. or Canada has in any way passed upon the information on this website and
Caution to U.S. readers
This website references resources in the “Measured” “Indicated” and “Inferred” categories. These are terms defined under National Instrument 43-101 of the Canadian securities regulators. We advise U.S. investors that while these terms are recognized and required by Canadian regulations, the U.S. Securities and Exchange Commission does not recognize them. Investors are cautioned not to assume that any part or all of the material in the “Measured” or “Indicated” resource categories will ever be converted into mineral reserves. In addition, “Inferred” resources have great uncertainty as to their
Caution regarding forward-looking statements
Except for historical information contained herein, the statements made
An investment in the shares of the Resulting Issuer will involve a high degree of risk. Investors should carefully consider each of the risks described below and all of the information in this Filing Statement before investing in shares in the Resulting Issuer. The success of the Resulting Issuer will depend primarily on the expertise, ability, judgment, discretion, integrity and good faith of its management.
Completion of the Qualifying Transaction
The completion of the Qualifying Transaction is subject to several conditions under the Acquisition Agreement, including acceptance by the Exchange. There can be no assurance that Exchange approval will be obtained. If any of those conditions are not satisfied or waived, the Qualifying Transaction will not be completed. If the Qualifying Transaction does not complete, the Issuer will continue to search for other opportunities; however, it will have incurred significant costs associated with
the Qualifying Transaction.
Limited Operating History
Walmer is a relatively new company with limited operating history and no history of business or mining operations, revenue generation or production history. Walmer has yet to generate profit from its activities. The Resulting Issuer will be subject to all of the business risks and uncertainties associated with any new business enterprise, including the risk that it will not achieve its growth objective. The Resulting Issuer anticipates that it may take several years to achieve positive cash flow from operations.
Walmer does not currently have any revenue producing operations and may, from time to time, report a working capital deficit. To maintain its activities, the Resulting Issuer will require additional funds which may be obtained either by the sale of equity capital or by entering into an option or joint venture agreement with a third party providing such funding. There is no assurance that the Resulting Issuer will be successful in obtaining such additional financing.
Walmer has no history of any earnings and, due to the nature of its business, there can be no assurance that the Resulting Issuer will be profitable. Walmer has paid no dividends on its Common Shares since incorporation and does not anticipate doing so in the foreseeable future. The only present source of funds available to Walmer is through the sale of its Common Shares. Even if the results of exploration are encouraging, the Resulting Issuer may not have sufficient funds to conduct the further exploration that may be necessary to determine whether or not a commercially mineable deposit exists on any of its properties. While the Resulting Issuer may generate additional working capital through further equity offerings or through the sale or possible syndication of its properties, there is no assurance that any such funds would be available on terms acceptable to the Resulting Issuer, or at all. If available, future equity financing may result in substantial dilution. At present, it is impossible to determine what amounts of additional funds, if any, may be required.
The Resulting Issuer’s operations may require
Resale of Common Shares
The continued operation of the Resulting Issuer will be dependent upon its ability to generate operating revenues and to procure additional financing. There can be no assurance that any such revenues can be generated or that other financing can be obtained. If the Resulting Issuer is unable to generate such revenues or obtain such additional financing, any investment in the Resulting Issuer
In recent years, the securities markets in the United States and Canada have experienced a high-level of price and volume volatility, and the market prices of securities of many companies have experienced wide fluctuations in price which have not necessarily been related to the operating performance, underlying asset values or prospects of such companies. There can be no assurance that continual fluctuations in price will not occur. It may be anticipated that any quoted market for the Common Shares will be subject to market trends generally, notwithstanding any potential success of the Resulting Issuer in creating revenues, cash flows or earnings. An active public market for the Common Shares might not develop or be sustained after the Qualifying Transaction. If an active public market for the Common Shares does not develop, the liquidity of a shareholder’s investment may be limited and the share price may decline.
Negative Operating Cash Flow
Since inception, Walmer has had negative operating cash flow. Walmer has incurred losses since its founding. The losses and negative operating cash flow are expected to continue for the foreseeable future as funds are expended on the exploration program on the Johan Beets Feldspar Property and administrative costs. The Resulting Issuer cannot predict when it will reach positive operating cash flow.
Although Walmer has exercised the usual due diligence with respect to determining title to properties in which it has a material interest, there is no guarantee that title to such properties will not be challenged or impugned. The Resulting Issuer’s mineral property interests may be subject to prior unregistered agreements or transfers or native land claims and title may be affected by undetected defects.
Exploration and Development
Resource exploration and development is a speculative business, characterized by many significant risks including, among other things, unprofitable efforts resulting not only from the failure to discover mineral deposits but also from finding mineral deposits that, though present, are insufficient in quantity and quality to return a profit from production. The marketability of minerals acquired or discovered by the Resulting Issuer may be affected by numerous factors which are beyond the control of the Resulting Issuer and which cannot be accurately predicted, such as market fluctuations, the proximity and capacity of milling facilities, mineral markets and processing equipment, and such other factors as government regulations, including regulations relating to royalties, allowable production, importing and exporting of minerals, and environmental protection, the combination of which factors may result in the Resulting Issuer not receiving an adequate return of investment capital.
All the claims to which the Resulting Issuer has a right to acquire an interest while including those of a former producing mine are again in the exploration stages only and are without a known body of commercial ore by today’s standards. Development of the subject mineral properties would follow only if
There is no assurance that the Resulting Issuer’s mineral exploration and development activities will result in any discoveries of commercial bodies. The long-term profitability of the Resulting Issuer’s operations will in part be directly related to the costs and success of its exploration programs, which
Substantial expenditures are required to establish reserves through drilling, to develop the mining and processing facilities and infrastructure at any site chosen for mining. Although substantial benefits may be derived from the discovery of a major mineralized deposit, no assurance can be given that minerals will be discovered in sufficient quantities to justify commercial operations or that funds required for development can be obtained on a timely basis. There is no assurance that the Exchange will approve the acquisitions of any additional properties by the Resulting Issuer, whether by way of
During exploration, development
Environmental Regulations, Permits
The Resulting Issuer’s operations may be subject to environmental regulations promulgated by government agencies from time to time. Environmental legislation provides for restrictions and prohibitions on spills, releases or emissions of various substances produced in association with certain mining industry operations, such as seepage from tailings disposal areas, which would result in environmental pollution. A breach of such legislation may result in
The current or future operations of the Resulting Issuer, including development activities and commencement of production on its properties, require permits from various, federal, provincial or territorial and local governmental authorities and such operations are and will be governed by laws and regulations governing prospecting, development, mining, production, exports, taxes, labour standards, occupational health, waste disposal, toxic substances, land use, environmental protection, mine safety and other matters. Such operations and exploration activities are also subject to substantial regulation under these laws by governmental agencies and may require that the Resulting Issuer obtain permits from various governmental agencies. There can be no assurance, however, that all permits which the Resulting Issuer may require for its operations and exploration activities will be obtainable on reasonable terms or on a timely basis or such laws and regulations would not have an adverse effect on any mining project which the Resulting Issuer might undertake.
Failure to comply with applicable laws, regulations, and permitting requirements may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment, or remedial actions. Parties engaged in mining operations may be required to compensate those suffering loss or damage because of mining activities and may have
The mining industry is intensely competitive in all its phases, and the Resulting Issuer will compete with other companies that have greater financial resources and technical facilities. Competition could adversely affect the Resulting Issuer’s ability to acquire suitable properties or prospects in the future.
Changes in Legislation
There can be no assurance that income tax laws and other laws will not be changed in a manner which would adversely affect the Resulting Issuer. There can be no assurance that tax authorities having jurisdiction will agree with how the Resulting Issuer calculates its income for tax purposes or that such tax authorities will not change their administrative practices to the detriment of the Resulting Issuer.
Management The success of the Resulting Issuer will be largely dependent on the performance of its officers. The loss of the services of these persons would have a materially adverse effect on the Resulting Issuer’s business and prospects. There is no assurance the Resulting Issuer can maintain the services of its officers or other qualified personnel required to operate its business. Failure to do so could have
Mineral Exploration and Mining Carry Inherent Risks
Mineral exploration and mining operations are subject to hazards normally encountered in exploration, development
Infrastructure Mining, processing, development and exploration activities depend, to one degree or another, inadequate infrastructure. Reliable roads, bridges, power sources and water supply are important determinants which affect capital and operating costs. Unusual or infrequent weather phenomena, terrorism, sabotage, government or other interference in the maintenance or provision of such infrastructure could adversely affect the Resulting Issuer’s operations, financial condition and results of operations.
No Mineral Reserves or Mineral Resources
The Johan Beets Feldspar Property in which the Resulting Issuer will hold an interest is an early exploration stage property; however, no mineral reserve or mineral resource estimates have been prepared in respect of the Johan Beets Feldspar Property. Mineral reserves are, in the large part, estimates and no assurance can be given that the anticipated tonnages and grades will be achieved or that the indicated level of recovery will be realized. Reserve estimates for properties that have not yet commenced production may require revision based on actual production experience. Market price fluctuations of metals, as well as increased production costs or reduced recovery rates, may render mineral reserves containing relatively lower grades of mineralization uneconomic and may ultimately result in a restatement of reserves. Moreover, short-term operating factors relating to the mineral reserves, such as the need for orderly development of the ore bodies and the processing of new or different mineral grades, may cause a mining operation to be unprofitable in any accounting period.
Fluctuating Mineral Prices
Factors beyond the control of the Resulting Issuer may affect the marketability of metals
Management Inexperience in Developing Mines
The management of the Resulting Issuer will have some experience in exploring for
Consequently, the Resulting Issuer’s operations, earnings and ultimate financial success could be materially adversely
The Resulting Issuer Will Depend on a Single Property
The Resulting Issuer’s only material mineral property will be the Johan Beets Feldspar Property.
Unless the Resulting Issuer acquires or develops additional material properties or projects, the Resulting Issuer will be solely dependent upon the operation of the Johan Beets Feldspar Property for its revenue and profits, if any. If the Resulting Issuer loses or abandons its interest in the Johan Beets Feldspar Property, there is no assurance that it will be able to acquire another mineral property of merit or that such an acquisition would be approved by the Exchange. There is also no guarantee that the Exchange will approve the acquisition of any additional properties by the Resulting Issuer, whether by way of
Growth will Require New Personnel
Recruiting and retaining qualified personnel is critical to the Resulting Issuer’s success. The number of persons skilled in the acquisition, exploration
Forward-Looking Statements and Information May Prove Inaccurate
Investors are cautioned not to place undue reliance on forward-looking statements and information. By their nature, forward-looking statements and information involve numerous assumptions, known and unknown risks and uncertainties, of both a general and specific nature, that could cause actual results to differ materially from those suggested by the forward-looking statements and information or contribute to the possibility that predictions, forecasts or projections will prove to be materially inaccurate. Additional information on the risks, assumptions
Investment Returns and Dividends
Walmer has never paid a dividend or made a distribution on any of its securities. Further, the Resulting Issuer may never achieve a level of profitability that would permit payment of dividends or
Limitations of Insurance
The Resulting Issuer may elect not to obtain insurance to deal with specific risks due to the high premiums associated with such insurance or other reasons. The payment of such uninsured liabilities would reduce the funds available to the Resulting Issuer. The occurrence of a significant event that the Resulting Issuer is not fully insured against, or the insolvency of the insurer of such event, could have
Issuance of Debt
From time to time, the Resulting Issuer may enter transactions to acquire assets or the shares of other corporations. These transactions may be financed partially or wholly with debt, which may
increase the Resulting Issuer’s debt levels above industry standards. Neither the Resulting Issuer’s articles nor its by-laws will limit the amount of indebtedness that the Resulting Issuer may incur. The level of the Resulting Issuer’s indebtedness from time to time could impair the Resulting Issuer’s ability to obtain additional financing in the future on a timely basis to take advantage of business opportunities that may arise.
Any change in the tax status of the Resulting Issuer or the tax applicable to capital gains or dividends of shareholders or other changes in taxation legislation or its interpretation, could (I) affect the value of the investments held by the Resulting Issuer; (ii) affect the Resulting Issuer’s ability to provide returns to shareholders; and/or (iii) alter the post-tax returns to shareholders.
The Market Price of the Resulting Issuer Shares May Be Subject to Wide Fluctuations
The market price of the Resulting Issuer Shares may be subject to wide fluctuations in response to many factors, including variations in the operating results of the Resulting Issuer and its subsidiaries, divergence in financial results from analysts’ expectations, changes in earnings estimates by stock market analysts, changes in the business prospects for the Resulting Issuer and its subsidiaries, general economic conditions, legislative changes, and other events and factors outside of the Resulting Issuer’s control. In addition, stock markets have from time to time experienced extreme price and volume fluctuations, which, as well as general economic and political conditions, could adversely affect the market price for the Resulting Issuer Shares.