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.
TORONTO, June 30, 2021 (GLOBE NEWSWIRE) --
Waverley Resources Ltd. (“Waverley”) completed a spin-out of its Lauder Project into Woodbridge 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 (“Woodbridge 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 Woodbridge Share for every 1 Waverley Share held on the Effective Date.
As a result of the Arrangement, Mr. Morales acquired beneficial ownership of and / or exercise of control or direction over an aggregate 625,000 Woodbridge Shares representing approximately 17.82% of the issued and outstanding Woodbridge Shares. Prior to completion of the Arrangement, Mr. Morales did not beneficially own or control any securities of the Issuer.
The Woodbridge Shares issued on the Effective Date were distributed pursuant to the Arrangement and no consideration was paid. The Woodbridge Shares were acquired pursuant to the Arrangement because Mr. Morales is a Waverley Shareholder and will be held for investment purposes.
Mr. Morales intends to sell his 625,000 Woodbridge Shares to a third-party purchaser pursuant to the terms of a share purchase agreement expected to be entered into by Mr. Morales and the third-party purchaser on or about July 5, 2021 (the “Share Sale”). Upon closing of the Share Sale, Mr. Morales will no longer hold any Woodbridge securities.
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. Morales at 416-648-8995.
(signed) “Brian Morales”