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Wallbridge to Approve Return of Capital from Spin-Out with Archer Exploration Corp.

Aug 18, 2022

Wallbridge Mining Company Limited has scheduled a special meeting of shareholders for 4:30 pm on October 18, 2022. The Special Meeting is related to the proposed distribution of Archer Exploration Corp. (CSE: RCHR) (“Archer”) shares to Wallbridge shareholders.

As announced on July 13, 2022, Wallbridge has entered into a definitive agreement (the “Agreement”) with Archer, under which Archer will acquire all of Wallbridge’s property, assets, rights, and obligations related to its portfolio of nickel assets, including the Grasset property (the “Transaction”).

Under the terms of the Agreement, Wallbridge will receive 198,635,786 common shares of Archer (“Archer Shares”), valued using the July 12, 2022, closing price of Archer Shares, at C$53.6 million. Wallbridge shareholders of record will receive a pro-rata distribution in the form of Archer Shares (the “Distribution”) within 60 days of closing of the Transaction, such that following the Distribution, the Company will retain an approximately 19.9% basic ownership interest in Archer (after giving effect to, among other things, the private placement of securities to raise gross proceeds of not less than $10,000,000 to be carried out by Archer on or before closing of the Transaction). At the Special Meeting, Wallbridge shareholders will be asked to approve a special resolution authorizing and approving a reduction of the stated capital account of the common shares of Wallbridge for the purposes of effecting a return of capital to Wallbridge shareholders by way of the Distribution, and will not be asked to approve the Distribution or the Transaction themselves. Further information regarding the special resolution, including Canadian tax matters, will be made available on SEDAR at www.sedar.com and www.wallbridgemining.com in due course.

Marz Kord, Wallbridge’s President and CEO, commented:

“We believe the Transaction is a major milestone in the evolution of Wallbridge while providing a substantial, tangible benefit to our shareholders via a return of capital in the form of Archer shares.

First, it immediately unlocks the value of the Company’s non-gold assets. It puts that value back in the hands of Wallbridge shareholders, giving them near-term liquidity and growth potential. Second, shareholders will retain additional upside potential from the non-gold assets through Wallbridge’s retention of a significant equity interest in Archer, a 2% royalty on the Grasset property and continued rights for the Company to explore for gold at Grasset. Third, Wallbridge retains oversight of its shareholders’ interests in Archer through its two seats on the Archer board. Finally, the Transaction will allow us to reshape the Company as a pure gold investment by optimizing our portfolio to focus on unlocking value from Fenelon, Martiniere and our other gold properties on the Detour-Fenelon Gold Trend.”

Backed by Inventa Capital Corp., a resource-focused venture capital firm, Archer is focused on building a portfolio of high-quality, high-potential exploration and development nickel sulfide projects. As a result of the Transaction, Archer’s portfolio will include 42 prospective properties in the mining-friendly jurisdictions of Ontario and Quebec. Further information about Archer can be found in Archer’s regulatory filings available on SEDAR at www.sedar.com.

About Wallbridge Mining

Wallbridge is focused on creating value through discovering, acquiring, developing, and producing gold from a portfolio of advanced exploration stage assets in established Canadian mining jurisdictions. Wallbridge’s flagship Fenelon Project is situated on the highly prospective Detour-Fenelon Gold Trend in Northern Abitibi, Quebec. Fenelon and Martiniere are located within a highly prospective 910-square-kilometre exploration land package controlled by Wallbridge. The Projects are located near existing power and transportation infrastructure.

A 2021 Mineral Resource Estimate at Fenelon returned 2.67 million ounces of Indicated Resources and 1.72 million ounces of Inferred Resources. The Mineral Resource Estimate validated the multi-million-ounce gold potential of Fenelon and Wallbridge’s nearby Martiniere Property.

Wallbridge also has interests in several copper, nickel and platinum group metal properties, including a 17.8% interest in Lonmin Canada Inc.

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