Wallbridge Mining Company Limited (TSX:WM,
OTCQX:WLBMF) (
“Wallbridge” or the
“Company”) provides an update on the status of the
Company’s previously announced transaction under which Archer
Exploration Corp. (
CSE: RCHR)
(“
Archer”) will acquire all of the property,
assets, rights, and obligations (the
“Transaction”) related to Wallbridge’s portfolio
of nickel assets (the
“Nickel Assets”).
Further to Archer’s news release of November 8,
2022, Archer announced the following:
- It has
priced its fully-subscribed $10.0 million private placement
offering (the “Archer
Financing”), which is a condition of closing of
the Transaction.
- The Archer
Financing is expected to close immediately prior to, or
contemporaneously with, the closing of the Transaction, which is
expected to be on or about November 18, 2022 and is subject to
certain conditions including, but not limited to, the receipt of
all necessary regulatory approvals.
- Archer has
completed a share consolidation (the
“Consolidation”) of its common shares (the
“Archer Shares”) on the basis of one
post-Consolidation Archer Share for every three Archer Shares held
immediately prior to the Consolidation.
- The
acquisition of Lonmin Canada Inc. (“Loncan”) by
Magna Mining Inc. (“Magna”) (the “Loncan
Sale”) closed on November 7, 2022. In relation to the
Loncan Sale, on closing of the Transaction a total of $2.7 million
received by Wallbridge from the sale of Wallbridge’s Loncan shares
(which comprises part of the Nickel Assets) will be payable by
Wallbridge to Archer. A deferred payment of $0.6 million by Magna
will be paid to Archer in cash or shares on or before November 7,
2023.
For further information, please visit
https://archerexploration.com.
About Wallbridge Mining
Wallbridge is focused on creating value through
the exploration and sustainable development of gold projects along
the Detour-Fenelon Gold Trend while respecting the environment and
communities where it operates.
Wallbridge’s flagship project, Fenelon Gold
(“Fenelon”), is located on the highly prospective
Detour-Fenelon Gold Trend Property (“Detour-Fenelon Gold
Trend Property”) in Quebec’s Northern Abitibi region. A
mineral resource estimate completed in 2021 validated the
multi-million-ounce potential of the 100%-owned Fenelon and
Martiniere properties, incorporating a combined 2.67 million
ounces of indicated gold resources and 1.72 million ounces of
inferred gold resources. Fenelon and Martiniere, located within a
910 km2 exploration land package controlled by
Wallbridge, have the potential to be developed into mines and are
close to existing power and transportation infrastructure.
Wallbridge also holds a portfolio of nickel
assets (“Nickel Assets”) in Ontario and Quebec. In
line with its strategy to unlock the value of its Nickel Assets for
shareholders, Wallbridge announced on July 13, 2022, that it has
entered into a definitive agreement with Archer Exploration Corp.
(“Archer”), pursuant to which, Archer will acquire
all of Wallbridge’s property, assets, rights and obligations
related to its Nickel Assets, including Grasset, to create a
focused and well-funded publicly traded nickel exploration and
development company.
Wallbridge will continue to focus on its core
Detour-Fenelon Gold Trend Property while enabling shareholders to
participate in the potential economic upside in Archer.
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
Cautionary Note Regarding
Forward-Looking Information
This press release contains 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 press release.
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 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 herein includes, but is not limited to,
statements regarding the completion of the Transaction and the
expected timing thereof; the completion of the Archer Financing;
the payments to Archer associated with the Loncan Sale; 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 mineral resource estimates (each an
“MRE”) 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 press release 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 herein to reflect new events or
circumstances, except as may be required by law. Unless otherwise
noted, this press release has been prepared based on information
available as of the date of this press release. 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 ability of the Company and Archer to obtain
required approvals and satisfy the closing conditions under the
definitive agreement (including completion of the Financing by
Archer), 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; the
ability of the Company to obtain required approvals; the evolution
of the global economic climate; metal prices; environmental
expectations; community and non-governmental actions; any impacts
of COVID-19 on the Deposits; and, the Company’s ability to secure
required funding. Risks and uncertainties about Wallbridge's
business are more fully discussed in the disclosure materials filed
with the securities regulatory authorities in Canada, which are
available at www.sedar.com.
Information Concerning Estimates of Mineral
Resources
The disclosure in this press release and referred
to herein was prepared in accordance with NI 43-101 which differs
significantly from the requirements of the U.S. Securities and
Exchange Commission (the "SEC"). The terms
"measured mineral resource", "indicated mineral resource" and
"inferred mineral resource" used in this press release are in
reference to the mining terms defined in the Canadian Institute of
Mining, Metallurgy and Petroleum Standards (the "CIM
Definition Standards"), which definitions have been
adopted by NI 43-101. Accordingly, information contained in this
press release providing descriptions of our mineral deposits in
accordance with NI 43-101 may not be comparable to similar
information made public by other U.S. companies subject to the
United States federal securities laws and the rules and regulations
thereunder.
Investors are cautioned not to assume that any part
or all of mineral resources will ever be converted into reserves.
Pursuant to CIM Definition Standards, "inferred mineral resources"
are that part of a mineral resource for which quantity and grade or
quality are estimated on the basis of limited geological evidence
and sampling. Such geological evidence is sufficient to imply but
not verify geological and grade or quality continuity. An inferred
mineral resource has a lower level of confidence than that applying
to an indicated mineral resource and must not be converted to a
mineral reserve. However, it is reasonably expected that the
majority of inferred mineral resources could be upgraded to
indicated mineral resources with continued exploration. Under
Canadian rules, estimates of inferred mineral resources may not
form the basis of feasibility or pre-feasibility studies, except in
rare cases. Investors are cautioned not to assume that all or any
part of an inferred mineral resource is economically or legally
mineable. Disclosure of "contained ounces" in a resource is
permitted disclosure under Canadian regulations; however, the SEC
normally only permits issuers to report mineralization that does
not constitute "reserves" by SEC standards as in place tonnage and
grade without reference to unit measures.
Canadian standards, including the CIM Definition
Standards and NI 43-101, differ significantly from standards in the
SEC Industry Guide 7. Effective February 25, 2019, the SEC adopted
new mining disclosure rules under subpart 1300 of Regulation S-K of
the United States Securities Act of 1933, as amended (the
"SEC Modernization Rules"), with compliance
required for the first fiscal year beginning on or after January 1,
2021. The SEC Modernization Rules replace the historical property
disclosure requirements included in SEC Industry Guide 7. As a
result of the adoption of the SEC Modernization Rules, the SEC now
recognizes estimates of "measured mineral resources", "indicated
mineral resources" and "inferred mineral resources". Information
regarding mineral resources contained or referenced in this press
release may not be comparable to similar information made public by
companies that report according to U.S. standards. While the SEC
Modernization Rules are purported to be "substantially similar" to
the CIM Definition Standards, readers are cautioned that there are
differences between the SEC Modernization Rules and the CIM
Definitions Standards. Accordingly, there is no assurance any
mineral resources that the Company may report as "measured mineral
resources", "indicated mineral resources" and "inferred mineral
resources" under NI 43-101 would be the same had the Company
prepared the resource estimates under the standards adopted under
the SEC Modernization Rules.
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