Wallbridge Mining Company Limited (
TSX:WM,
OTCQX:WLBMF), ("
Wallbridge" or
the "
Company") today announced that it has
completed the previously announced "bought deal" public offering
through the issuance of an aggregate of 27,300,000 charity
flow-through common shares of the Company (each, a
"
Charity Flow-Through Share") at
a price of C$0.55 (the "
Offering Price") per
Charity Flow-Through Share for gross proceeds of C$15,015,000 to
the Company (the "
Offering"). The Charity
Flow-Through Shares were issued and sold pursuant to the terms of
an underwriting agreement dated February 8, 2022 among the Company,
BMO Capital Markets, as lead underwriter and sole bookrunner,
Cormark Securities Inc., Eight Capital and Paradigm Capital Inc.
(collectively, the “
Underwriters”) .
Kirkland Lake Gold Ltd. has certain
participation rights and participated in the Offering in order to
maintain its existing 9.9% ownership position in the Company (on a
non-diluted basis) by acquiring as a back-end buyer 6,362,519
common shares in the capital of the Company. Effective as of
February 8, 2022, Kirkland Lake Gold Ltd. became a wholly owned
subsidiary of Agnico Eagle Mines Limited. William Day Holdings
Limited also participated, as a back-end buyer in the Offering
acquiring 1,612,903 common shares in the capital of the
Company.
The gross proceeds from the Offering will be
used to support the Company’s 2022 exploration program at the
Company’s Detour-Fenelon Gold Property.
In respect of the Offering, the Charity
Flow-Through Shares were offered by way of a short form prospectus
dated February 18, 2022, filed in all of the provinces of
Canada.
The Underwriters were paid a cash commission of
6% on the gross proceeds of the Offering.
Each Charity Flow-Through Share 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 gross proceeds from the sale of the Charity Flow-Through Shares
will be used by the Company to incur qualifying expenses which will
be renounced with an effective date of no later than December 31,
2022 to the initial purchasers of the Charity Flow-Through Shares
in an aggregate amount not less than such proceeds raised.
The Company expects to close its previously
announced private placement of 24,611,351 National flow-through
common shares (the “National FT Shares”) and
12,357,000 Quebec flow-through common shares (the “Quebec
FT Shares”)for aggregate gross proceeds of C$14,172,570
(the “Private Placement”) later today. The
National FT Shares are being issued at a price of C$0.37 and the
Quebec FT Shares at a price of C$0.41. In connection with the
Private Placement, the Company will pay a cash finder’s fee of
4%.
None of the securities offered in the Offering
or the Private Placement 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.
About Wallbridge Mining
Wallbridge is currently advancing the
exploration and development of its 100%‒owned Fenelon Gold property
located along the Detour‒Fenelon Gold Trend, an emerging gold belt
in northwestern Québec. Within three years of the discovery of the
Area 51 and Tabasco/Cayenne Zones, through drill programs totaling
over 300,000 metres, Wallbridge reached an important milestone by
announcing a maiden Mineral Resource Estimate (MRE) for Fenelon and
an updated MRE for the Martiniere Gold Property totalling 2.67 Moz
Au in the indicated category and 1.72 Moz Au in the inferred
category (for details of the MREs see Wallbridge’s press release
dated November 9, 2021 and Technical Report filed December 23, 2021
on SEDAR).
Both properties are located on the Company’s 910
km2 land package along the Detour-Fenelon Gold Trend in Northern
Abitibi, Québec, with significant potential for further discoveries
over a 97‒kilometre strike length of this underexplored belt.
Wallbridge is also the operator of, and a 17.8%
shareholder in, Lonmin Canada Inc., a privately‒held company with a
portfolio of nickel, copper, and platinum‒group metals (PGM)
projects in Ontario's Sudbury Basin.
This news release has been authorized by the
undersigned on behalf of Wallbridge Mining Company Limited.
For further information please visit the
Company's website at www.wallbridgemining.com or contact:
Wallbridge Mining Company Limited
Marz Kord, P. Eng., M. Sc.,
MBAPresident & CEOTel: (705) 682‒9297 ext. 251 Email:
mkord@wallbridgemining.com
Victoria Vargas, B.Sc. (Hon.) Economics,
MBAInvestor Relations AdvisorEmail:
vvargas@wallbridgemining.com
Forward-Looking Information
Certain statements contained in this news release may be deemed
"forward–looking statements" within the meaning of applicable
Canadian securities laws. These forward–looking statements, by
their nature, require Wallbridge to make certain assumptions and
necessarily involve known and unknown risks and uncertainties that
could cause actual results to differ materially from those
expressed or implied in these forward–looking statements.
Forward–looking statements are not guarantees of performance. Words
such as "may", "will", "would", "could", "expect", "believe",
"plan", "anticipate", "intend", "estimate", "continue", or the
negative or comparable terminology, as well as terms usually used
in the future and the conditional, are intended to identify
forward–looking statements. Information contained in
forward–looking statements, including with respect to the use of
proceeds of the Offering, the tax treatment of the securities
issued under the Offering under the Income Tax Act (Canada), and
the timing to renounce all qualifying expenditures in favour of the
subscribers (if at all), is based upon certain material assumptions
that were applied in drawing a conclusion or making a forecast or
projection, including management's perceptions of current market
conditions, the future prospects of Wallbridge, historical trends,
current conditions and expected future developments, as well as
other considerations that are believed to be appropriate in the
circumstances. Wallbridge considers its assumptions to be
reasonable based on information currently available, but cautions
the reader that their assumptions regarding future events, many of
which are beyond the control of Wallbridge, may ultimately prove to
be incorrect since they are subject to risks and uncertainties that
affect Wallbridge, and its business.
By their nature, forward-looking statements involve numerous
assumptions, inherent risks and uncertainties, both general and
specific, that contribute to the possibility that the predicted
outcomes could differ materially from those contained in such
statements. These risks and uncertainties include, but are not
limited to, delays in obtaining or failures to obtain required
governmental, regulatory, environmental or other required approval,
the actual results of current exploration activities, fluctuations
in prices of commodities, fluctuations in currency markets, actual
results of additional exploration and development activities at the
Company’s projects, capital expenditures, the availability of any
additional capital required to advance projects, accidents, or
pandemic interruptions.
Although the Company has attempted to identify important factors
that could cause actual results to differ materially from those
contained in forward-looking information, there may be other
factors that cause results not to be as anticipated, estimated or
intended. These statements reflect the current internal
projections, expectations or beliefs of the Company and are based
on information currently available to the Company.
The Company does not undertake to update any forward-looking
information, except in accordance with applicable securities laws.
The Company believes that the expectations reflected in those
forward-looking statements are reasonable but no assurance can be
given that these expectations will prove to be correct and such
forward-looking statements included in this press release should
not be unduly relied upon by investors as actual results may
vary.
Risks and uncertainties about Wallbridge’s business are more
fully discussed in the disclosure material filed with the
securities regulatory authorities in Canada and available on SEDAR
under the Company’s profile at www.sedar.com. Readers are urged to
read these materials and should not place undue reliance on the
forward-looking statements contained in this press release.
Covid-19 - Given the rapidly evolving nature of the Coronavirus
(COVID-19) pandemic, Wallbridge is actively monitoring the
situation in order to continue to maintain as best as possible the
activities while striving to protect the health of its personnel.
Wallbridge' activities will continue to align with the guidance
provided by local, provincial and federal authorities in Canada.
The Company has established measures to continue normal activities
while protecting the health of its employees and stakeholders.
Depending on the evolution of the virus, measures may affect the
regular operations of Wallbridge and the participation of staff
members in events inside or outside Canada.
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