This press release is issued pursuant to National Instrument 62-104 – Take-Over Bids and Issuer Bids and National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues.
VANCOUVER, British Columbia, June 30, 2021 (GLOBE NEWSWIRE) --
Waverley Resources Ltd. (“Waverley”) completed a spin-out of its Tin City Project into Talmine Resources Ltd. (the “Issuer”) by a Plan of Arrangement under the Ontario Business Corporations Act (the “Arrangement”) on June 30, 2021 (the “Effective Date”).
Pursuant to the Arrangement, Waverley distributed common shares of the Issuer (“Talmine Shares”) it received under the Arrangement to holders (“Waverley Shareholders”) of common shares of Waverley (“Waverley Shares”) on a pro rata basis, such that Waverley Shareholders received 0.1 Talmine Share for every 1 Waverley Share held on the Effective Date.
As a result of the Arrangement, Mr. Buchan acquired beneficial ownership of and / or exercise of control or direction over an aggregate 637,900 Talmine Shares representing approximately 18.18% of the issued and outstanding Talmine Shares. Prior to completion of the Arrangement, Mr. Buchan did not beneficially own or control any securities of the Issuer.
The Talmine Shares issued on the Effective Date were distributed pursuant to the Arrangement and no consideration was paid. The Talmine Shares were acquired pursuant to the Arrangement because Mr. Buchan is a Waverley Shareholder and will be held for investment purposes.
The Issuer expects to conduct a private placement of up to 3,000,000 Talmine Shares at a price of $0.05 per Talmine Share for gross proceeds of $150,000 and, as of the date of this press release, Mr. Buchan intends to participate in this private placement whereby he expects to acquire 500,000 Talmine Shares. Assuming the private placement is fully subscribed, Mr. Buchan’s aggregate shareholding in Talmine is expected to be 1,137,900 Talmine Shares representing 17.48% of the issued and outstanding Talmine Shares post-closing of the private placement.
A report respecting this acquisition will be electronically filed with the Securities Commission in each jurisdiction where the Issuer is reporting and will be available for viewing on SEDAR at www.sedar.com. To obtain a copy of the report, contact Mr. Buchan at 416-274-7333.
(signed) “Robert Buchan”