Wallbridge Mining Company Limited (TSX: WM),
(“
Wallbridge” or the “
Company”)
has announced today that it has entered into an agreement with BMO
Capital Markets, on behalf of itself and a syndicate of
underwriters (collectively, the “
Underwriters”)
led by BMO Capital Markets, under which the Underwriters have
agreed to buy, on a bought deal basis, 27,300,000 charity
flow-through common shares of the Company (the “
Charity
Flow-Through Common Shares”) at a price of C$0.55 per
Charity Flow-Through Common Share for aggregate gross proceeds of
approximately C$15 million (the “
Offering”). The
Company has granted the underwriters an option, exercisable at the
offering price up to 30 days following the closing of the Offering,
to purchase up to an additional 15% of the Charity Flow-Through
Common Shares issued in connection with the Offering. Each Charity
Flow-Through Common 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).
Wallbridge has also announced today that it will
be completing a non-brokered private placement of National
flow-through common shares (the “National FT
Shares”) and Quebec flow-through common shares (the
“Quebec FT Shares”) for aggregate gross proceeds
of at least C$12 million (the “Private
Placement”). The National FT Shares will be 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. Certain insiders of
the Company may participate in the Private Placement.
Kirkland Lake Gold Ltd. (“Kirkland
Lake”) has certain participation rights and will
participate in the Offering, in order to maintain its existing 9.9%
ownership position in the Company. William Day Construction Limited
is expected to participate in the Offering.
The gross proceeds from the offerings will be
used to support the Company’s 2022 exploration program at the
Company’s Detour-Fenelon Gold Property.
The Charity Flow-Through Common Shares will be
offered by way of a short form prospectus in all of the provinces
of Canada. The Offering is expected to close on or about February
24, 2022 and is subject to the Company receiving all necessary
regulatory approvals, including the approval of the Toronto Stock
Exchange.
The securities offered have not 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 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. 251Email:
mkord@wallbridgemining.comVictoria 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 expected
size of the Offering, the use of proceeds of the Offering, the
jurisdictions in which the Charity Flow-Through Common Shares will
be offered or sold, the number of Charity Flow-Through Common
Shares offered or sold, the ability of Wallbridge to close the
Offering on terms announced (if at all), the timing and ability of
Wallbridge to satisfy the customary listing conditions of the
Toronto Stock Exchange (if at all), the timing and ability of
Wallbridge to obtain all necessary approvals, the tax treatment of
the securities issued under the Offering under the Income Tax Act
(Canada), 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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