Wallbridge Announces First Tranche Closing of $9.58 Million Private Placement
Wallbridge Announces First Tranche Closing
of $9.58 Million Private Placement
TORONTO
,
Aug. 1, 2019
/CNW/ -
Wallbridge Mining Company Limited (TSX:WM, FWB: WC7)
("Wallbridge"
or the "Company"
)
is pleased to announce that it has closed the first tranche of a
non-brokered private placement (the "
Offering
") through the issuance of 2,590,000 common shares
in the Company on a flow-through basis to
Quebec
resident investors ("
Super FT Shares
") at a
price of
$0.50
per Super FT Share; 6,027,717 common shares in the capital of the Company on a
flow-through basis ("
National FT Shares
") at a price of
$0.46
per National FT Share; and
13,261,170 units (the "
Units
") at a price of
$0.42
per Unit for aggregate gross proceeds of
$9,637,441
. Each Unit consists of one common share of the Company (a "
Common Share
") and a
one-half Common Share purchase warrant. Each whole Warrant (a "
Warrant
") will entitle the holder
to acquire one additional Common Share (a "
Warrant Share
") for a period of twelve (12) months
from the date of issuance at an exercise price of
$0.60
per Warrant Share. The Company expects
to close a second and final tranche for anticipated proceeds of
$576,000
on or about
August 2,
2019
.
Collectively, the Super FT Shares and National FT Shares are the "
Offered Securities.
" Eric
Sprott, through 2176423 Ontario Ltd., a corporation which is beneficially owned by him, purchased
$2,100,000
of the Units.
The gross proceeds from the issuance of the Offered Securities will be used for Canadian
Exploration Expenses, as defined in the
Income Tax Act
(
Canada
), on the Company's Fenelon
property. The Super FT Shares will 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, 2019
to the initial purchasers of the Offered Securities in an aggregate
amount not less than the gross proceeds raised.
In connection with the first tranche, the Company paid a cash finder's fee of
$217,805
. 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.
"We are quite pleased with the support of our new and existing investors which allowed us to
complete this financing over a short time period," stated
Marz Kord
, President & CEO of Wallbridge
Mining. "We now have the ability to not only expand the ongoing
60,000m
2019 drilling program but
also have a good portion of our 2020 planned exploration spending in the treasury."
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 5,000,000 Units
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 recently-completed 35,000-tonne bulk sample. Wallbridge is also pursuing
additional advanced-stage projects which would add to the Company's near-term project pipeline.
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 Penny, Chief Financial
Officer, Tel: (416) 716-8346, Email: [email protected]
CO: Wallbridge Mining Company Limited
CNW 18:39e 01-AUG-19