Waverley Resources Ltd. Reports of Voting Results from Annual and Special Shareholder Meeting

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TORONTO, June 23, 2021 (GLOBE NEWSWIRE) -- Waverley Resources Ltd. (“Waverley” or the “Corporation”) reported that all matters presented for approval at its annual and special meeting of shareholders held on June 23, 2021 (the “Meeting”) were approved. Each of the matters voted upon at the Meeting are discussed in detail in the Corporation's management information circular dated May 25, 2021 (the “Circular”), which is available on SEDAR at www.sedar.com.

A total of 31,967,520 Common shares representing 91.12% of the Corporation's issued and outstanding Common shares were voted in person or represented by proxy in connection with the Meeting. The voting results for each matter presented at the Meeting are provided below:

1. Election of Directors

At the Meeting, each of the Corporation’s four directors, Fraser Buchan, Donn Burchill, John McBride and A. Murray Sinclair, were re-elected to the Waverley board of directors, each to hold office until the next annual meeting of shareholders or until their respective successors are elected or appointed.

The detailed voting results were as follows:

Nominee

# Votes For

% Votes For

# Votes Withheld

% Votes Withheld

Fraser Buchan

31,967,520

100

0

0

Donn Burchill

31,967,520

100

0

0

John McBride

31,967,520

100

0

0

A. Murray Sinclair

31,967,520

100

0

0

2. Appointment of Auditor

MNP LLP was appointed to serve as the auditor of the Corporation for the ensuing year at remuneration to be fixed by the Waverley board of directors with 100% of votes cast in favour.

3. Approval of Arrangement Resolution

A special resolution authorizing a reorganization of Waverley’s business through a statutory plan of arrangement under Section 182 of the Business Corporations Act (Ontario) (the “Arrangement”), as more fully described in the Circular, was approved with 100% of votes cast in favour.

As previously announced, under the Arrangement, the Corporation plans to: (i) transfer its ownership and rights in the Tin City Tungsten-Silver-Lead-Zinc property (the “Tin City Project”) into Talmine Resources Ltd. (“Talmine”), (ii) transfer its ownership and rights in the Lauder Copper-Gold property (the “Lauder Project”) into Woodbridge Resources Ltd. (“Woodbridge”), and (iii) spin-out all of the securities of Talmine and Woodbridge to Waverley’s shareholders on a pro rata basis. The Arrangement will result in each of Talmine and Woodbridge becoming separate unlisted reporting issuers, allowing them to each focus on the development of the Tin City Project and Lauder Project, respectively.

The Corporation intends to make an application to the Ontario Superior Court of Justice for a Final Order on June 25, 2021, and expects the effective date of the Arrangement to be on or about June 30, 2021.

Cautionary Note Regarding Forward-Looking Statements

Certain of the statements made and information contained herein is "Forward-looking information" within the meaning of applicable securities laws, including statements concerning our plans, future financings and operations, and the timing and completion of the Arrangement. Such forward-looking information involves known and unknown risks, uncertainties, and other factors which may cause the actual results, performance or achievements of the Corporation, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information. Forward-looking information is subject to a variety of risks and uncertainties that could cause actual events or results to differ from those reflected in the forward-looking information, including, without limitation, general economic, market and business conditions, including in light of the COVID-19 pandemic, changes in national and local government legislation or regulations regarding environmental factors, taxation or foreign investment; political or economic instability; terrorism; inflation; changes in currency exchange rates; fluctuations in commodity prices; dependency on equity market financings to fund operations; and other risks and uncertainties, including those described in each management's discussion and analysis released by the Corporation. In addition, forward-looking information is based on various assumptions. Should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in forward-looking statements. Accordingly, readers are advised not to place undue reliance on forward-looking statements, which speak only as of the date they are made. Except as required under applicable securities legislation, the Corporation undertakes no obligation to publicly update or revise forward-looking information, whether as a result of new information, future events or otherwise.

For Further Information:

Fraser Buchan
Chief Executive Officer
Telephone: (416) 473-4099


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