Walmer Capital Corp.
TSX VENTURE : WAL.H

March 26, 2015 09:00 ET

Walmer Capital Corp. to Enter Into Business Transaction - Proposed Qualifying Transaction to Include an Equity Financing of Up to CDN$1.5 Million (the "Financing")

CALGARY, ALBERTA--(Marketwired - March 26, 2015) -

NOT FOR DISSEMINATION IN THE UNITED STATES. FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF UNITED STATES SECURITIES LAW

Jay Richardson, Chief Executive Officer and Chairman of Walmer Capital Corp. (NEX:WAL.H) (the "Company" or "Walmer"), a capital pool company, is pleased to announce it has entered into an agreement dated March 25, 2015 (the "Agreement") with Renaissance Exploration, Inc. ("RenEx") to complete an arm's length business transaction whereby Walmer will acquire a right to earn a direct 70% interest in the 95 Claim Golden Shears property in Southern Nevada (the "Property"). The Property is a prospective polymetallic property on which RenEx's preliminary work has identified silver and gold mineralization in addition to other metals and developed a proposed work program for additional exploration and development. 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 4 - 6 weeks, at which time a further news release will be disseminated which will contain details concerning the Property. RenEx has completed approximately USD$160,000 in well documented qualifying expenditures within the Property within the last 36 months and the Company believes that the project is an excellent choice as a qualifying transaction for Walmer.

Walmer intends for the Transaction (as defined below) to constitute its Qualifying Transaction, as such term is defined in the policies of the TSX Venture Exchange (the "Exchange"). The previously announced transaction with Beresford Box Company, Inc. has since been terminated.

RenEx, based in Reno, Nevada, is a company involved in the exploration for gold and silver in Nevada. The Company believes that the management of RenEx are partners with extensive experience and success in the region and a sound scientific and business approach.

Mr. Richardson said "This is a prospective property in a well-established mining district. Nevada is a mining jurisdiction with reasonable and predictable permitting processes and we are in an uninhabited area. With our leadership, this property and the ability to augment our portfolio with additional similarly prospective properties, I believe we are well positioned to succeed."

Summary of the Qualifying Transaction

The Agreement contemplates Walmer earning a 70% interest in the Property (the "Transaction"). It is contemplated that the Transaction will include an initial payment of USD$50,000 and exploration and development expenditures of at least USD$3 million to earn and vest the 70% interest in the Property along with the requirement to produce a bankable feasibility study for the development and construction of a mine for the project within 7 years from the date of the Agreement. Once the interest is fully vested to Walmer and title has been transferred, the Agreement contemplates RenEx and Walmer entering into a joint venture agreement with respect to the Property. There are no shares to be issued to RenEx by Walmer as part of the Transaction.

In connection with the Transaction, Walmer is expecting to complete a brokered financing in an amount of up to CAD$1.5 million. Details concerning the Financing, including the minimum amount to be raised thereunder, the pricing thereof, the identity of the broker, the expected commissions to be payable in connection therewith and the expected shareholdings of the Resulting Issuer following completion of the Financing will be disclosed in a future news release.

Approval of the Transaction by the shareholders of Walmer is not expected to be required by the Exchange since the Transaction is not a "non-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 Transaction.

The Agreement is subject to the parties satisfying various other conditions including regulatory approvals. There can be no assurance that the Transaction will be completed on the terms proposed above or at all. Each of Walmer and RenEx shall bear their own costs in respect of the Transaction.

Insiders and Board of Directors of the Resulting Issuer

Upon completion of the Transaction, management and the board of directors of Walmer is expected to be reconstituted such that the Board of Directors will consist of Jay Richardson, John Arnold, Greg Sparks and David Bending. Kevin McElcheran and Aaron Hammer recently resigned from the Board of Directors of Walmer. Mr. Richardson expressed his great thanks to Messrs. McElcheran and Hammer for their service on the Board. It is likewise expected that Peter Bloch and Peter Andrews will resign from the Board of Directors of Walmer following completion of the Transaction. David Bending is expected to be appointed as Chief Executive Officer following completion of the Transaction and Jay Richardson will continue to serve as Chief Financial Officer and Corporate Secretary. The directors and officers of Walmer outlined in this Press Release will become insiders of the Resulting Issuer.

All of the current shareholders of RenEx act at arm's length to Walmer and all of the current shareholders of Walmer act at arm's length to RenEx.

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 Transaction, including the amount of the Financing, 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.

Walmer will prepare and disseminate a subsequent Press Release of information regarding the specifics and mechanics of the Financing (including the pricing and the minimum amount that must be raised pursuant to the Financing) and background information on proposed directors and officers of the Resulting Issuer.

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

This press release contains forward-looking information. More particularly, this press release contains statements concerning the prospective Qualifying Transaction of the Company and the Financing. The information about RenEx 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 RenEx, the success of the Financing, 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.

This press release is not an offer of the securities for sale in the United States. The securities have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an exemption from registration. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful.

Investors are cautioned that, except as disclosed in the management information circular, filing statement or other continuous disclosure document 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 Transaction and has neither approved nor disapproved the contents of this press release. Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this press release.

Contact Information

  • Walmer Capital Corp.
    Jay Richardson, Chief Executive Officer and
    Chief Financial Officer and Director
    Toronto Office: 416-410-JAYR [5297]
    jay.richardson@sympatico.ca