Wallbridge Mining Company Limited (
TSX:WM,
OTCQX:WLBMF), (“
Wallbridge” or
the “
Company”) today announced that further to its
press release earlier today, that it has completed its
previously-announced non-brokered 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”). The National FT Shares were issued at a price
of C$0.37 and the Quebec FT Shares at a price of C$0.41. All
securities issued pursuant to the Private Placement will have a
four month and one day statutory hold period.
The gross proceeds from the Private Placement
will be used to support the Company’s 2022 exploration program at
the Company’s Detour-Fenelon Gold Property. In connection with the
Private Placement, the Company paid a cash finder’s fee of 4%.
Each National FT Share and Quebec FT Share (the
“Offered Securities”) 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
Offered Securities will be renounced with an effective date no
later than December 31, 2022 to the initial purchasers of the
Offered Securities in an aggregate amount not less than the gross
proceeds raised.
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.
The 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 insiders of the
Company subscribed for 421,351 National FT Shares and 120,000
Quebec 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 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 of the
Private Placement, which the Company deems reasonable in the
circumstances in order to complete the Private Placement in an
expeditious manner.
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 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 “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 Private Placement, the tax treatment of the
securities issued under the Private Placement 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’s 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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