August 17, 2016 / TheNewswire / Calgary, Alberta: Jay Richardson, Chief Executive Officer and Chairman of Walmer Capital Corp. (TSX.V: WAL.H – the “Company” or “Walmer”), a capital pool company, is pleased to announce it has entered into an agreement dated August 13, 2016 (the “Agreement”) with Globex Mining Enterprises Inc. (“Globex”) (GMX-TSX, GLBXF-OTCQX, G1M-Frankfurt) to complete an arm’s length business transaction whereby Walmer will acquire the right to earn a direct 100% legal and beneficial interest in the mineral property referred to as the Johan Beetz Feldspar Property located in Johan Beetz/Iles et ilets de Mingan 03 Township, Province of Quebec (the “Property”). The Property, the work done to date and a recommended work program are expected to be the subject of a NI 43-101 Report to be commissioned by Walmer and expected to be available within 1 – 2 weeks, at which time a further news release will be disseminated which will contain details concerning the Property.
Walmer intends that the Proposed Transaction (as defined below) constitute its Qualifying Transaction, as such term is defined in the policies of the TSX Venture Exchange (the “Exchange”).
Globex, incorporated under Canada Business Corporations Act, with exploration offices in Rouyn-Noranda, Quebec, has a diversified North American portfolio of mid-stage exploration, development and royalty properties containing: Precious Metals (gold, silver, platinum, palladium), Base Metals (copper, zinc, lead, nickel), Specialty Metals and Minerals (manganese, titanium oxide, iron, molybdenum, lithium, rare earths) and Industrial Minerals and Compounds (feldspar, mica, silica, apatite, talc, magnesite).
Summary of the Qualifying Transaction
The Agreement contemplates Walmer earning a 100% interest in the Property (the “Proposed Transaction”). The Proposed Transaction will include an initial payment of $50,000 and issuance of 3,000,000 common shares of Walmer, at a deemed price of $0.05 per common share, to Globex and a commitment by Walmer to undertake exploration expenditures of at least $1 million on the Property, $400,000 of exploration expenditures to be completed on or before the 1st anniversary of the effective date of the Agreement, and $600,000 of exploration expenditures to be completed on or before the 2nd anniversary of the effective date of the Agreement. In addition, a finder’s fee of 400,000 common shares, at a deemed price of $0.05 per common share, will be issued to an arm’s length finder in relation to the acquisition of the Property.
Approval of the Proposed Transaction by the shareholders of Walmer is not expected to be required by the Exchange since the Proposed Transaction is an “arm’s length transaction” pursuant to the policies of the Exchange.
The common shares of Walmer (“Common Shares”) were transferred to the NEX Board of the Exchange in August of 2014 and trading in the Common Shares is expected to remain suspended until the completion of the ProposedTransaction.
The Agreement is subject to the parties satisfying various other conditions including regulatory approvals. There can be no assurance that the Proposed Transaction will be completed on the terms proposed above or at all. Each of Walmer and Globex shall bear their own costs in respect of the Proposed Transaction.
The Proposed Transaction will be supported by a concurrent non-brokered private placement financing for aggregate gross proceeds to the Company of a minimum of $750,000 and up to a maximum of $1 million (the “Offering”). In that regard, Walmer has retained Toronto investment bank First Republic Capital Corporation (“First Republic”) as its financial advisor and lead finder. First Republic has commenced discussions with other interested firms and may elect to form a syndicate group. It is currently anticipated that First Republic and certain Walmer principals may invest in the Offering. The Offering is anticipated to be structured as a best efforts private placement comprised of a maximum of 12,000,000 subscription receipts at a price of $0.05 per subscription receipt for maximum proceeds of $600,000, and 8,000,000 “flow-through” shares at a price of $0.05 per share for maximum proceeds of $400,000. Each subscription receipt will, on closing of the Proposed Transaction, convert into one unit of the Company, with each unit comprised of one Common Share and one half of one common share purchase warrant, each whole warrant being exercisable into a full Common Share for a period of 24 months from the closing date of the Offering at a price of $0.10 per share. There can be no assurance that the Offering will be completed in whole or in part. Proceeds from the Offering will be used for exploration, growth, research and development, marketing, and general working capital purposes.
Completion of the Offering is subject to certain conditions including, but not limited to, the receipt of all necessary approvals, including the approval of the Exchange and the securities regulatory authorities. All securities issued by the Company in connection with the Offering will be subject to a statutory four month hold period.
Insiders and Board of Directors of the Resulting Issuer
Upon completion of the Proposed Transaction, management and the board of directors of Walmer is expected to consist of Jay Richardson, John Arnold, Peter Andrews and Peter Bloch. Mr. Richardson is expected to be appointed as interim Chief Executive Officer and Corporate Secretary following completion of the Proposed Transaction and Mr. Arnold will be appointed as Chief Financial Officer. The directors and officers of Walmer outlined in this Press Release will continue to be insiders of the Resulting Issuer.
Mr. Jay Richardson, CEO & Director (Toronto, Canada)
Mr. Richardson has been a Partner of James A. Richardson & Partner, Company Doctors, since 1993 and is a retired Partner of KPMG LLP. He has been a Director and Officer of the Company since June 27, 2011. Director and Officer of Waseco Resources Inc. since August 24, 2000.
Mr. John Arnold, CFO & Director (Guelph, Canada)
Mr. Arnold is a Chartered Professional Accountant with over 40 years of financial management experience. He is a graduate of Trinity College, University of Toronto and has been a founding member of a number of successful companies, primarily in the natural resource sector, over the past 40 years. These include Queenston Mining Inc. XCal Resources Ltd. Thundermin Resources Ltd. and Total Forest Industries Ltd. He is the past non-executive chairman of a well-known University of Toronto affiliated research-based reproductive technology clinic. He has served on a variety of not-for-profit boards including as Governor of St. Margaret’s Girls School (Elora), Governor of St. John’s Kilmarnock School, and is currently a Trustee of the Weir Foundation and Director and Treasurer of Craft Ontario.
Mr. Peter David Bloch, Director (Toronto, Canada)
Mr. Bloch is a Chartered Professional Accountant with over 25 years of financial management experience. Mr. Bloch has been the Chief Executive Officer of Bionik Laboratories Inc. since 2011. Prior thereto, he was a Partner of Guarden Capital from 2009 to 2011. Prior thereto he was the Chief Financial Officer of Just Energy Group Inc. (TSX: JE), an energy marketing firm, between 2007 and 2009. Between May 2005 and October 2007, Mr. Bloch was the Chief Financial Officer of Tribute Pharmaceuticals Inc., a company that he also founded. Between January 2000 and April 2005 Mr. Bloch was the Chief Financial Officer of Gennum Corporation, an international semiconductor company (TSX: GND). Mr. Bloch received a Bachelor of Commerce degree from the University of Cape Town in 1982.
Mr. Peter Andrews, Director (Ottawa, Canada)
Mr. Andrews has been the President of PRA Consulting Inc., a private consulting firm providing executive coaching, strategic planning and mergers and acquisitions advisory services, since May 2011. Prior thereto, Mr. Andrews was the Executive Vice President, Business Development of CSDC Systems Inc., a provider of enterprise solutions for improving compliance, governance, accessibility and process automation, from April 2010 to April 2011. Prior thereto, Mr. Andrews was the Chief Executive Officer of Grantium Inc. from April 2005 to April 2010. Mr. Andrews received an MBA from Ivey School of Business in April 1984.
To the best of the Company’s knowledge and belief, all of the current shareholders of Globex act at arm’s length to Walmer and all of the current shareholders of Walmer act at arm’s length to Globex.
Sponsorship of the Qualifying Transaction
Sponsorship of a “Qualifying Transaction” of a CPC is required by the Exchange unless exempt therefrom in accordance with the Exchange’s policies. Given the size and nature of the Proposed Transaction, including the amount of the Offering, Walmer intends to apply for an exemption from the sponsorship requirements pursuant to the policies of the Exchange. There is no assurance that such an exemption will be granted.
About Walmer Capital Corp.: Walmer is a CPC that completed its initial public offering and obtained a listing on the Exchange in May, 2012. In August 2014, Walmer was transferred to the NEX Board of the Exchange (Trading Symbol “WAL.H”) and trading in its shares was suspended. Prior to entering into the Agreement, Walmer did not carry on any active business activity other than reviewing potential transactions that would qualify as Walmer’s Qualifying Transaction.
ON BEHALF OF THE BOARD OF DIRECTORS:
Jay Richardson, Chief Executive Officer and Chief Financial Officer and Director Contact: firstname.lastname@example.org; Toronto Office: 416-410-JAYR .
This press release contains forward-looking information. More particularly, this press release contains statements concerning the prospective Qualifying Transaction of the Company and the Offering. The information about Globex contained in the press release has not been independently verified by the Company. Although the Company believes in light of the experience of its officers and directors, current conditions and expected future developments and other factors that have been considered appropriate that the expectations reflected in this forward-looking information are reasonable, undue reliance should not be placed on them because the Company can give no assurance that they will prove to be correct. Forward-looking information involves known and unknown risks, uncertainties, assumptions and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking information. The terms and conditions of the prospective Qualifying Transaction may change based on the Company’s due diligence on the Property and Globex, the success of the Offering, regulatory and third party comments, consents and approvals and the ability to meet the conditions of the Qualifying Transaction in the required timeframes. The forward-looking statements contained in this press release are made as of the date hereof and the Company undertakes no obligations to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.
Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange Requirements, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.
This press release does not constitute and the subject matter hereof is not, an offer for sale or a solicitation of an offer to buy, in the United States or to any “U.S Person” (as such term is defined in Regulation S under the U.S. Securities Act of 1933, as amended (the “1933 Act”)) of any equity or other securities of Walmer Capital. The securities of Walmer Capital have not been registered under the 1933 Act and may not be offered or sold in the United States (or to a U.S. Person) absent registration under the 1933 Act or an applicable exemption from the registration requirements of the 1933 Act.
NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES AND DOES NOT CONSTITUTE AN OFFER OF THE SECURITIES DESCRIBED HEREIN.
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