Wallbridge Announces $7M Private Placement with Eric Sprott
Wallbridge Announces $7M Private Placement
with Eric Sprott
TORONTO
,
Feb. 20, 2019
/CNW/ -
Wallbridge Mining Company Limited (TSX:WM, FWB: WC7)
(the "
Company
" or "
Wallbridge
") is pleased to announce a non-brokered private placement
financing (the "
Offering
") of up to 29,166,667 common shares (the "
Common Shares
") at a price of
$0.24
per Common Share for gross proceeds of up to
$7,000,000
to
Eric Sprott
("
Sprott
"), through
an affiliated company of Sprott.
Sprott has also exercised 1,666,667 Common Share purchase warrants at an exercise price of
$0.15
and 15,000,000 Common Share purchase warrants at an exercise price of
$0.20
for
aggregate gross proceeds to the Company of
$3,250,000
.
The completion of the Offering will require the approval from the Company's shareholders (the
"
Shareholder Approval
"), according to the rules and policies of the Toronto Stock Exchange
("
TSX
"). The Shareholder Approval will be sought at the next annual and special meeting of
shareholders of the Company to be held on or around
May 8, 2019
and thereafter the Offering will
close.
All securities issued pursuant to the Offering are subject to a statutory hold period expiring four
months and one day following issuance of the securities in accordance with applicable securities
legislation.
The gross proceeds of the Offering will be used for general working capital purposes of the
Company.
The Offering constitutes a related party transaction within the meaning of Multilateral Instrument 61-
101 ("
MI 61-101
") as Mr. Sprott, a reporting insider of the Company subscribed for 29,166,667
common shares in the capital of the Company pursuant to the Offering. 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 Offering by Mr. Sprott does not exceed 25% of the market capitalization of the Company, as
determined 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 Offering, which the
Company deems reasonable in the circumstances in order to complete the Offering in an expeditious
manner.
About Wallbridge Mining
Wallbridge is establishing a pipeline of projects that will support sustainable production and revenue
as well as organic growth through exploration and scalability.
Wallbridge is currently developing its 100%-owned high-grade Fenelon Gold property in
Quebec
with
ongoing exploration and a bulk sample. Wallbridge is also pursuing other additional advanced-stage
projects which would add to the Company's near-term project pipeline. These discussions benefit
from the operating capabilities Wallbridge demonstrated by safely and efficiently mining the Broken
Hammer deposit in
Sudbury
, which was completed in
October 2015
. As part of this strategy, the
Company recently optioned the Beschefer Project, an advanced gold property with proven size and
grade-potential near Fenelon Gold. Wallbridge is also continuing partner-funded exploration on its
large portfolio of nickel, copper, and PGM projects in
Sudbury, Ontario
, with a focus on its high-
grade Parkin project.
Wallbridge also has exposure to exploration for copper and gold in
Jamaica
and
British Columbia
through its 11.3% ownership of Carube Copper Corp. (CUC:TSX-V, formerly Miocene Resources
Limited, a Wallbridge spin-out of its BC assets).
This press release may contain forward-looking statements (including "forward-looking
information" within the meaning of applicable Canadian securities legislation and "forward-
looking statements" within the meaning of the US Private Securities Litigation Reform Act of
1995) relating to, among other things, the operations of Wallbridge and the environment in
which it operates. Generally, forward-looking statements can be identified by the use of
words such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled",
"estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or
variations of such words and phrases or statements that certain actions, events or results
"may", "could", "would", "might" or "will be taken", "occur" or "be achieved". Wallbridge has
relied on a number of assumptions and estimates in making such forward-looking
statements, including, without limitation, the costs associated with the development and
operation of its properties. Such assumptions and estimates are made in light of the trends
and conditions that are considered to be relevant and reasonable based on information
available and the circumstances existing at this time. A number of risk factors may cause
actual results, level of activity, performance or outcomes of such exploration and/or mine
development to be materially different from those expressed or implied by such forward-
looking statements including, without limitation, whether such discoveries will result in
commercially viable quantities of such mineralized materials, the possibility of changes to
project parameters as plans continue to be refined, the ability to execute planned
exploration and future drilling programs, the need for additional funding to continue
exploration and development efforts, changes in general economic, market and business
conditions, and those other risks set forth in Wallbridge's most recent annual information
form under the heading "Risk Factors" and in its other public filings. Forward-looking
statements are not guarantees of future performance and such information is inherently
subject to known and unknown risks, uncertainties and other factors that are difficult to
predict and may be beyond the control of Wallbridge. Although Wallbridge has attempted to
identify important risks and factors that could cause actual actions, events or results to
differ materially from those described in forward-looking statements, there may be other
factors and risks that cause actions, events or results not to be as anticipated, estimated or
intended. Consequently, undue reliance should not be placed on such forward-looking
statements. In addition, all forward-looking statements in this press release are given as of
the date hereof.
Wallbridge disclaims any intention or obligation to update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise, save and
except as may be required by applicable securities laws. The forward-looking statements
contained herein are expressly qualified by this disclaimer.
SOURCE
Wallbridge Mining Company Limited
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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., MBA, President & CEO,
Tel: (705) 682-9297 ext. 251, Email: [email protected]; Brian W. Penny CPA,CMA,
Chief Financial Officer, Tel: (416) 716-8346, Email: [email protected]
CO: Wallbridge Mining Company Limited
CNW 08:31e 20-FEB-19