Wallbridge Mining Company Limited (TSX:WM,
OTCQB:WLBMF) (“
Wallbridge” or the
“
Company”) is pleased to announce that it has
completed a non-brokered private placement of 22,937,500 national
flow-through common shares (the “
National FT
Shares”) and 48,844,333 Québec flow-through common shares
(the “
Québec FT Shares”) for aggregate gross
proceeds of $6,230,990 (the “
FT Share Private
Placement”). The National FT Shares were issued at a price
of $0.08 and the Québec FT Shares were issued at a price of $0.09.
In addition, Agnico Eagle Mines Limited
(“Agnico”) subscribed for 8,598,843 common shares
for aggregate gross proceeds of $601,919 (the “AEM Private
Placement”, and together with the FT Share Private
Placement, the “Private Placements”). The AEM
Private Placement closed concurrently with the FT Share Private
Placement and was undertaken pursuant to certain participation
rights set out in a pre-existing participation agreement between
the Company and a predecessor of Agnico. The AEM Shares will be
issued at a price of $0.07.
With the net proceeds from these Private
Placements the Company expects to have an estimated year end cash
balance of approximately $20 million which, based on preliminary
budgeting, is sufficient to fund the 2025 exploration program on
the Company’s Detour-Fenelon Gold Property (the
“Detour-Fenelon Gold Trend Property”) as currently
contemplated. The Company will announce details of its exploration
plans once board approval has been obtained.
In connection with the FT Share Private
Placement, the Company paid a cash finder’s fee other than in
respect of subscriptions by president’s list investors. Topleft
Securities Ltd. acted as an advisor to Wallbridge in connection
with the transaction. All securities issued pursuant to the Private
Placements will have a four month and one day statutory hold
period.
Each National FT Share and Québec FT Share (the
“FT Shares”) will qualify as a “flow-through
share” within the meaning of subsection 66(15) of the Income Tax
Act (Canada) and, in respect of eligible Québec resident
subscribers, section 359.1 of the Taxation Act (Québec). The FT
Shares will be renounced with an effective date no later than
December 31, 2024, to the initial purchasers of the FT Shares in an
aggregate amount not less than the gross proceeds raised.
None of the securities offered in the Private
Placements have 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 applicable exemption from the
registration requirements. 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 jurisdiction in which
such offer, solicitation or sale would be unlawful.
The FT Share Private Placement constituted a
related party transaction within the meaning of Multilateral
Instrument 61-101 – Protection of Minority Security Holders in
Special Transactions (“MI 61-101”) as certain
insiders of the Company subscribed for 1,687,500 in aggregate of
National FT Shares and 400,000 in aggregate of Québec FT Shares.
The Company is relying on the exemptions from the valuation and
minority shareholder approval requirements of MI 61-101 contained
in sections 5.5(a) and 5.7(1)(a) of MI 61-101, as the fair market
value of the participation in the FT Share Private Placement by the
insiders does not exceed 25% of the market capitalization of the
Company in accordance with MI 61-101. The Company did not file a
material change report in respect of the related party transaction
at least 21 days before the closing of the FT Share Private
Placement, which the Company deems reasonable in the circumstances
in order to price and close the FT Share Private Placement in an
expeditious manner. A material change report has been filed under
the Company’s profile at www.sedarplus.ca, which may be sent to any
shareholder upon request.
Qualified Person
The Qualified Person responsible for the
technical content of this news release is Francois Chabot, Eng.,
Technical Studies Manager for Wallbridge.
About Wallbridge Mining
Wallbridge is focused on creating value through
the exploration and sustainable development of gold projects along
the Detour-Fenelon Gold Trend in Québec’s Northern Abitibi region
while respecting the environment and communities where it
operates.
Wallbridge’s most advanced projects, Fenelon
Gold (“Fenelon”) and Martiniere Gold (“Martiniere”) incorporate a
combined 3.05 million ounces of indicated gold resources and 2.35
million ounces of inferred gold resources. Fenelon and Martiniere
are located within an 830 square km exploration land package in the
Northern Abitibi region of Quebec.
Wallbridge has reported a positive Preliminary
Economic Assessment (“PEA”) at Fenelon that estimates average
annual gold production of 212,000 ounces over 12 years.
For further information please visit the
Company’s website at https://wallbridgemining.com/ or contact:
Wallbridge Mining Company
Limited
Brian Penny, CPA, CMACEOTel: (416)
716-8346Email: bpenny@wallbridgemining.comM: +1 416 716 8346
Tania Barreto, CPIRDirector, Investor
RelationsEmail: tbarreto@wallbridgemining.comM: +1 289 819 3012
Cautionary Note Regarding
Forward-Looking Information
The information in this document may contain
forward-looking statements or information (collectively,
“FLI”) within the meaning of applicable Canadian
securities legislation. FLI is based on expectations, estimates,
projections, and interpretations as at the date of this
document.
All statements, other than statements of
historical fact, included herein are FLI that involve various
risks, assumptions, estimates and uncertainties. Generally, FLI can
be identified by the use of statements that include, but are not
limited to, words such as “seeks”, “believes”, “anticipates”,
“plans”, “continues”, “budget”, “scheduled”, “estimates”,
“expects”, “forecasts”, “intends”, “projects”, “predicts”,
“proposes”, "potential", “targets” and variations of such words and
phrases, or by statements that certain actions, events or results
“may”, “will”, “could”, “would”, “should” or “might”, “be taken”,
“occur” or “be achieved.”
FLI in this document may include, but is not
limited to: statements regarding the use of proceeds of the Private
Placements; the Company’s exploration plans, the tax treatment of
the securities issued under the FT Share Private Placement under
the Income Tax Act (Canada); the timing to renounce all qualifying
expenditures in favour of the subscribers (if at all); the future
prospects of Wallbridge; statements regarding the results of the
PEA; future drill results; the Company’s ability to convert
inferred resources into measured and indicated resources;
environmental matters; stakeholder engagement and relationships;
parameters and methods used to estimate the MRE’s at the Fenelon
and Martiniere properties (collectively the
“Deposits”); the prospects, if
any, of the Deposits; future drilling at the Deposits; and the
significance of historic exploration activities and results.
FLI is designed to help you understand
management’s current views of its near- and longer-term prospects,
and it may not be appropriate for other purposes. FLI by
their nature are based on assumptions and involve known and unknown
risks, uncertainties and other factors which may cause the actual
results, performance, or achievements of the Company to be
materially different from any future results, performance or
achievements expressed or implied by such FLI. Although the FLI
contained in this document is based upon what management believes,
or believed at the time, to be reasonable assumptions, the Company
cannot assure shareholders and prospective purchasers of securities
of the Company that actual results will be consistent with such
FLI, as there may be other factors that cause results not to be as
anticipated, estimated or intended, and neither the Company nor any
other person assumes responsibility for the accuracy and
completeness of any such FLI. Except as required by law, the
Company does not undertake, and assumes no obligation, to update or
revise any such FLI contained in this document to reflect new
events or circumstances. Unless otherwise noted, this document has
been prepared based on information available as of the date of this
document. Accordingly, you should not place undue reliance on the
FLI, or information contained herein.
Furthermore, should one or more of the risks,
uncertainties or other factors materialize, or should underlying
assumptions prove incorrect, actual results may vary materially
from those described in FLI.
Assumptions upon which FLI is based, without
limitation, include: the results of exploration activities, the
Company’s financial position and general economic conditions; the
ability of exploration activities to accurately predict
mineralization; the accuracy of geological modelling; the ability
of the Company to complete further exploration activities; the
legitimacy of title and property interests in the Deposits; the
accuracy of key assumptions, parameters or methods used to estimate
the MREs and in the PEA; the ability of the Company to obtain
required approvals; geological, mining and exploration technical
problems; and failure of equipment or processes to operate as
anticipated; the evolution of the global economic climate; metal
prices; foreign exchange rates; environmental expectations;
community and non-governmental actions; and, the Company’s ability
to secure required funding. Risks and uncertainties about
Wallbridge's business are discussed in the disclosure materials
filed with the securities regulatory authorities in Canada, which
are available at www.sedarplus.ca.
Cautionary Notes to United States
Investors
Wallbridge prepares its disclosure in accordance
with NI 43-101 which differs from the requirements of the U.S.
Securities and Exchange Commission (the
"SEC"). Terms relating to mineral
properties, mineralization and estimates of mineral reserves and
mineral resources and economic studies used herein are defined in
accordance with NI 43-101 under the guidelines set out in CIM
Definition Standards on Mineral Resources and Mineral Reserves,
adopted by the Canadian Institute of Mining, Metallurgy and
Petroleum Council on May 19, 2014, as amended. NI 43-101 differs
significantly from the disclosure requirements of the SEC generally
applicable to US companies. As such, the information presented
herein concerning mineral properties, mineralization and estimates
of mineral reserves and mineral resources may not be comparable to
similar information made public by U.S. companies subject to the
reporting and disclosure requirements under the U.S. federal
securities laws and the rules and regulations thereunder.
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