Wallbridge Mining Company Limited (TSX:WM,
OTCQX:WLBMF) (“
Wallbridge” or the
“
Company”) is pleased to announce that it has
completed a non-brokered private placement of 47,820,000 national
flow-through common shares (the “
National FT
Shares”) and 25,632,666 Québec flow-through common shares
(the “
Québec FT Shares”) for aggregate gross
proceeds of $9,437,910 (the “
FT Share Private
Placement”). The National FT Shares were issued at a price
of $0.125 and the Québec FT Shares were issued at a price of
$0.135.
In addition, Agnico Eagle Mines Limited
(“Agnico”) has elected to subscribe for 7,926,277
common shares for aggregate gross proceeds of $871,890 (the
“AEM Private Placement”, and together with the FT
Share Private Placement, the “Private
Placements”). The AEM Private Placement is expected to
close on or before November 2, 2023, and will be 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 $0.11.
With the net proceeds from these Private
Placements the Company expects to have an estimated year end cash
balance of approximately $25 million which is sufficient to fund
the 2024 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 in January 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 Inc. and Laurentian Bank Securities Inc. acted as
advisors 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, 2023, 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 1,020,000 in aggregate of
National FT Shares and 296,296 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.
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 in Québec’s Northern Abitibi
region. An updated mineral resource estimate completed in January
2023 yielded significantly improved grades and additional ounces at
the 100%-owned Fenelon and Martiniere projects, incorporating 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 km2 exploration land package
controlled by Wallbridge. In addition, Wallbridge believes that the
extensive land package is extremely prospective for the discovery
of additional gold deposits.
Wallbridge has reported a positive Preliminary
Economic Assessment on its 100%-owned Fenelon gold Project with an
estimated average annual gold production of 212,000 ounces over
12.3 years (see Wallbridge press release of June 26, 2023).
Wallbridge also holds a 19.9% interest in the
common shares of Archer Exploration Corp.
(“Archer”) as a result of the sale of the
Company’s portfolio of nickel assets in Ontario and Québec in
November of 2022.
The scientific and technical content of this new
release has been reviewed and approved by Francois Chabot., Eng.,
the Company’s Manager of Technical Services, a "Qualified Person"
as defined in National Instrument 43-101 - Standards of Disclosure
for Mineral Projects.
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. For further
information please visit the Company’s website at
https://wallbridgemining.com/ or contact:
Wallbridge Mining Company
Limited
Brian Penny, CPA, CMAInterim CEOTel: (416)
716-8346Email: bpenny@wallbridgemining.com
Victoria Vargas, B.Sc. (Hon.) Economics,
MBACapital Markets AdvisorEmail: vvargas@wallbridgemining.com
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: the closing of the AEM Private Placement, 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 Fenelon
preliminary economic assessment; the potential future performance
of Archer common shares; future drill results; the Company’s
ability to convert inferred resources into measured and indicated
resources; 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. 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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