Wallbridge Announces Closing of $2.5 Million Private Placement
Wallbridge Announces Closing of $2.5 Million
Private Placement
TORONTO
,
Dec. 19, 2018
/CNW/ -
Wallbridge Mining Company Limited (TSX:WM, FWB: WC7)
("Wallbridge" or the "Company")
is pleased to announce that it has closed a non-brokered private
placement (the "
Offering
") through the issuance of 6,667,000 common shares in the Company on a
flow-through basis ("
Super FT Shares
") at a price of
$0.225
per Super FT Share and 4,875,000
common shares in the capital of the Company on a flow-through basis ("
National FT Shares
") at a
price of
$0.20
per National FT Share, for aggregate gross proceeds of
$2,475,075
. Collectively, the
Super FT Shares and National FT Shares are the "
Offered Securities
".
Eric Sprott
purchased
$400,000
National FT Shares of the Offering.
The gross proceeds from the issuance of the Offered Securities will be used for Canadian
Exploration Expenses and will qualify as "flow-through mining expenditures", as defined in subsection
127(9) of the
Income Tax Act
(
Canada
). The Super FT Shares will also qualify for the two 10%
enhancements under section 726.4.9 and section 726.4.17.1 of the
Quebec Taxation Act
, which will
be renounced with an effective date no later than
December 31, 2018
to the initial purchasers of the
Offered Securities in an aggregate amount not less than the gross proceeds raised.
In connection with the Offering, the Company paid a cash finder's fee of
$124,504
to Topleft
Securities Ltd. All securities issued under the Offering will be subject to a four month hold period
from the date of issuance in accordance with applicable securities laws. The Offering is subject to
final acceptance of the Toronto Stock Exchange.
The Offering constituted 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 2,000,000
common shares in the capital of the Company on a flow-through basis 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 in 2018. 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]; David Ellis, Investor Relations,
Tel: (416) 704-0937, Email: [email protected]
CO: Wallbridge Mining Company Limited
CNW 08:48e 19-DEC-18