Wallbridge Mining Company Limited (TSX:WM)
(
“Wallbridge” or the
“Company”)
today announced that it has entered into a non-binding term sheet
(the “
Term Sheet”) with respect to a joint venture
of its Detour East gold property (
“Detour East” or
the
“Property”) with
Kirkland Lake Gold
Ltd. (TSX:KL) (“Kirkland”). Under terms
of this joint venture, Kirkland can earn a 75% interest in Detour
East by making expenditures totalling $35 million on the Property,
as described below.
“This Term Sheet, and ultimate joint venture
agreement, is strategic for Wallbridge as it allows the Company to
focus on fully-defining the size potential of our 100% owned
Fenelon Gold property (“Fenelon”) while at the same time advancing
exploration on Detour East located at the far west end of the very
large land position Wallbridge acquired through its acquisition of
Balmoral Resources Ltd. (“Balmoral”),” stated Marz
Kord, President & CEO of Wallbridge. “The acquisition of
Balmoral was primarily motivated by our belief that the Fenelon
Gold system was larger than had been defined at that time, and that
it extended onto Balmoral’s ground immediately adjacent to our
original Fenelon Gold property. This belief has now been confirmed
by our initial drill results west and south of Fenelon (see press
release dated September 8, 2020) and will be our immediate
exploration focus. In addition, numerous other high priority
targets on other areas of the recently acquired Balmoral ground,
including the area around the Martinière deposit, also deserve
exploration which Wallbridge will evaluate over the coming months.
Entering into a joint venture with Kirkland on the Detour East will
allow us to focus on the Fenelon gold system, and will bring us a
high-quality partner with excellent knowledge of the regional
geology through its Detour Lake operations, located adjacent to
Detour East.”
Under the terms of the Term Sheet, Wallbridge
will grant Kirkland the option to acquire up to an undivided 50%
interest in the Property by funding phase 1 expenditures of $7.5
million over five (5) years (the “Phase 1 Expenditures”) with a
minimum commitment of $2.0 million in the first two years ($0.5
million by the first anniversary and $1.5 million by the second
anniversary of entering into a definitive joint venture agreement)
(the “Option”). During the Option period, Kirkland
shall have the right to act as Operator of the Property.
Upon satisfaction of the Option, Wallbridge and
Kirkland shall have formed a joint venture (the “Joint
Venture”) on Detour East with Kirkland acting as the
operator of the Joint Venture (the “Operator”) to
carry on operations with respect to the Property.
Upon the formation of the Joint Venture,
Kirkland will hold the right to acquire an additional 25% interest
in the Property by incurring additional expenditures of $27.5
million within the first five (5) years of the formation of the
Joint Venture (“Second Stage Option Period”).
Upon Kirkland having incurred additional
expenditures of $27.5 million during the Second Stage Option
Period, Kirkland shall have earned an undivided 75% interest in the
Property. The deemed expenditures on the property shall be Kirkland
($35,000,000) and Wallbridge ($11,666,667). Following the
completion of the Second Stage Option Period, any additional funds
required will be contributed by the Joint Venture parties based on
their then proportional joint venture interests. Should
either Wallbridge or Kirkland (each a “Party” and
collectively the “Parties”) elect not to fund a
program, its Joint Venture interest will be diluted pro-rata. If a
Party commits to fund a program, and fails to contribute its share
of the funding, that Party’s Joint Venture interest will be diluted
at three times the pro-rata rate.
If either Party’s Joint Venture interest is
reduced to 5% or less, that Party’s Joint Venture interest shall be
automatically converted to a 1% net smelter return royalty (the
“NSR”) and the Joint Venture shall be automatically
terminated. The surviving Party shall have a right of first
offer with respect to the purchase or sale of the NSR by the
non-surviving party.
Prior to September 30, 2020, the Parties shall
diligently and in good faith negotiate and enter into a definitive
option agreement including customary representations, warranties
and conditions. In addition to the entering into of definitive
agreements, completion of the transaction is conditional upon
receipt of all required consents and regulatory approvals including
the approval of the respective Board of Directors of each
party.
Figure 1. Regional Map of Wallbridge’s
Land Package on the Detour-Fenelon Gold Trend is
available at
https://www.globenewswire.com/NewsRoom/AttachmentNg/337e108a-5a74-4a36-8bd8-a1baea792b37
About Wallbridge Mining
Wallbridge is establishing a pipeline of
projects that will support sustainable 100,000 ounce-plus annual
gold production as well as organic growth through exploration and
scalability.
Wallbridge is currently advancing the
exploration and development of its 100%-owned Fenelon Gold
Property, which is located along the Detour-Fenelon Gold Trend, an
emerging gold belt in northwestern Québec with an ongoing, fully
funded 100,000-metre exploration drill program in 2020.
As announced on May 22, 2020, Wallbridge has
completed the Plan of Arrangement whereby Wallbridge acquired all
of the issued and outstanding shares of Balmoral, in an all-stock
transaction. The Balmoral transaction secures for Wallbridge a
buffer of several kilometres surrounding its rapidly expanding
Fenelon discovery providing room for growth, as well as future mine
development flexibility. The transaction, along with a recent
option agreement signed with Midland Exploration, also
significantly expands Wallbridge's land holdings in Québec along
the Detour-Fenelon Gold Trend (from 10.5 km2 to over 900.0 km2),
improving Wallbridge's potential for further discoveries in this
under-explored belt.
Wallbridge is also pursuing additional
advanced-stage projects which would add to Wallbridge's near-term
project pipeline. Wallbridge is also the operator of, and a 17.8%
shareholder in, Lonmin Canada Inc., a privately-held company with a
large portfolio of nickel, copper, and platinum-group metals (PGM)
projects in Ontario's Sudbury Basin.
For further information please
visit Wallbridge's website at www.wallbridgemining.com or
contact:
Wallbridge Mining Company
Limited
Marz Kord, P. Eng., M. Sc., MBAPresident & CEOTel: (705)
682-9297 ext. 251Email: mkord@wallbridgemining.com
Victoria Vargas, B.Sc. (Hon.) Economics,
MBAInvestor Relations AdvisorEmail:
vvargas@wallbridgemining.com
This press release may contain
forward-looking statements (including "forward-looking information"
within the meaning of applicable Canadian securities legislation
and "forward-looking statements" within the meaning of the US
Private Securities Litigation Reform Act of 1995) relating to,
among other things, the operations of Wallbridge and the
environment in which it operates. Generally, forward-looking
statements can be identified by the use of words such as "plans",
"expects" or "does not expect", "is expected", "budget",
"scheduled", "estimates", "forecasts", "intends", "anticipates" or
"does not anticipate", or "believes", or variations of such words
and phrases or statements that certain actions, events or results
"may", "could", "would", "might" or "will be taken", "occur" or "be
achieved". Wallbridge has relied on a number of assumptions and
estimates in making such forward-looking statements, including,
without limitation, the costs associated with the development and
operation of its properties. Such assumptions and estimates are
made in light of the trends and conditions that are considered to
be relevant and reasonable based on information available and the
circumstances existing at this time. A number of risk factors may
cause actual results, level of activity, performance or outcomes of
such exploration and/or mine development to be materially different
from those expressed or implied by such forward-looking statements
including, without limitation, whether such discoveries will result
in commercially viable quantities of such mineralized materials,
the possibility of changes to project parameters as plans continue
to be refined, the ability to execute planned exploration and
future drilling programs, the need for additional funding to
continue exploration and development efforts, changes in general
economic, market and business conditions, and those other risks set
forth in Wallbridge's most recent annual information form under the
heading "Risk Factors" and in its other public filings.
Forward-looking statements are not guarantees of future performance
and such information is inherently subject to known and unknown
risks, uncertainties and other factors that are difficult to
predict and may be beyond the control of Wallbridge. Although
Wallbridge has attempted to identify important risks and factors
that could cause actual actions, events or results to differ
materially from those described in forward-looking statements,
there may be other factors and risks that cause actions, events or
results not to be as anticipated, estimated or intended.
Consequently, undue reliance should not be placed on such
forward-looking statements. In addition, all forward-looking
statements in this press release are given as of the date
hereof.
Wallbridge disclaims any intention or
obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise,
save and except as may be required by applicable securities laws.
The forward-looking statements contained herein are expressly
qualified by this disclaimer.
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