Vancouver, British Columbia–(Newsfile Corp. – June 30, 2021) – 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.
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. Bayley 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. Bayley 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. Bayley 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 Woodbridge Shares at a price of $0.05 per Woodbridge Share for gross proceeds of $150,000 and, as of the date of this press release, Mr. Bayley intends to participate in this private placement whereby he expects to acquire 500,000 Woodbridge Shares. Assuming the private placement is fully subscribed, Mr. Bayley’s aggregate shareholding in Woodbridge is expected to be 1,125,000 Woodbridge Shares representing 17.29% of the issued and outstanding Woodbridge 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. Bayley at 604-488-5411.
(signed) “Brian E. Bayley”
Brian E. Bayley
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/89181