Wallbridge Closes Private Placement of Flow-Through Shares
WALLBRIDGE MINING COMPANY LIMITED TSX: WM www.wallbridgemining.com
129 Fielding Road Lively ON P3Y 1L7 t: 705-682-9297 f: 1-888-316-4156 e: [email protected]
Wallbridge Closes Private Placement
of Flow-Through Shares
Toronto, Ontario – February 27, 2023 – 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 37, 956,353 n ational flow -through common shares (the
“National FT Shares ”) and 8,000,000 Québec flow-through common shares (the “Québec FT
Shares”) for aggregate gross proceeds of $8,621,925 (the “FT Share Private Placement”). The
National FT Shares were issued at a price of $0.185 and the Québec FT Shares were issued at
a price of $0.20.
In addition, Agnico Eagle Mines Limited (“Agnico”) has elected to subscribe for 6,000,000
common shares for aggregate gross proceeds of $1,020,000 (the “AEM Private Placement”, and
together with the FT Share Private Placement, the “Private Placements”). Subject to negotiation
of the definitive agreement and other customary closing conditions, t he AEM Private Placement
is expected to close on or about March 10, 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 $0.17.
In connection with the FT Share Private Placement, the Company paid a cash finder’s fee of 4%
. All securities issued pursuant to the Private Placements will have a four month and one day
statutory hold period. T he offering is subject to the final acceptance of the Toronto Stock
Exchange (the “Exchange”).
The net proceeds from the Private Placement s will be used to support the Company’s 2023
exploration program at the Company’s Detour -Fenelon Gold Trend Property. The financings
announced today provide the Company with sufficient cash reserves to fund the pre viously
announced 2023 exploration program on the Detour-Fenelon Gold Trend Property.
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). T he 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 1,391,541 in aggregate of
National FT Shares and 250,000 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
WALLBRIDGE MINING COMPANY LIMITED
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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 will be filed under the Company’s profile at www.sedar.com, 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 Qué bec’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 properties, 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 approximate 830 km 2 exploration land
package controlled by Wallbridge. The Company believes that these two deposits have good
potential for economic development, especially given their proximity to existing hydro- electric
power and transportation infrastructure. In addition, Wallbridge believes that the extensive land
package is extremely prospective for the discovery of additional gold deposits.
Wallbridge also holds a 19.9% interest in the common shares of Archer Exploration Cor p.
(“Archer”) as a result of the sale of the Company’s portfolio of nickel assets in Ontario and Québec
in November of 2022.
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 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]
Victoria Vargas, B.Sc. (Hon.) Economics, MBA
Investor Relations Advisor
Email: [email protected]
Cautionary Note Regarding Forward-Looking Information
This press release contains forward-looking statements or information (collectively, “FLI”) within
the meaning of applicable Canadian securities legislation. F LI is based on expectations,
estimates, projections, and interpretations as at the date of this press release.
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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 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 herein includes, but is not limited to, statements regarding: the use of proceeds of the Private
Placements; 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; historical trends; current conditions
and expected future developments; future drill results; the Company’s ability to convert inferred
resources into measured and indicated resources; environmental matters; stakeholder
engagement and relationships; parameters and methods used to estimate the mineral resource
estimates (each an “MRE”) 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 press release 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 herein to reflect new
events or circumstances, except as may be required by law . Unless otherwise noted, this press
release has been prepared based on information available as of the date of this press release .
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; the ability of the Company to obtain required governmental, regulatory,
environmental or other required approvals; the evolution of the global economic climate; met al
prices; environmental expectations; community and non- governmental actions; any impacts of
COVID-19 on the Deposits; and, the Company’s ability to secure required funding. R isks and
uncertainties about Wallbridge's business are more fully discussed in t he disclosure materials
filed with the securities regulatory authorities in Canada, which are available at www.sedar.com.
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Information Concerning Estimates of Mineral Resources
The disclosure in this press release and referred to herein was prepared in accordance with NI
43-101 which differs significantly from the requirements of the U.S . S ecurities and Exchange
Commission (the “SEC”). The terms “measured mineral resource”, “indicated mineral resource”
and “inferred mineral resource” used in this press release are in reference to the mining terms
defined in the Canadian Institute of Mining, Metallurgy and Petroleum Standards (the “CIM
Definition Standards” ), which definitions have been adopted by NI 43- 101. A ccordingly,
information contained in this press release providing descriptions of our mineral deposits in
accordance with NI 43 -101 may not be comparable to similar information made public by other
U.S. companies subject to the United States federal securities laws and the rules and regulations
thereunder.
Investors are cautioned not to assume that any part or all of mineral res ources will ever be
converted into reserves. Pursuant to CIM Definition Standards, “ inferred mineral resources” are
that part of a mineral resource for which quantity and grade or quality are estimated on the basis
of limited geological evidence and sampli ng. Such geological evidence is sufficient to imply but
not verify geological and grade or quality continuity. An inferred mineral resource has a lower level
of confidence than that applying to an indicated mineral resource and must not be converted to a
mineral reserve. However, it is reasonably expected that the majority of inferred mineral resources
could be upgraded to indicated mineral resources with continued exploration. U nder Canadian
rules, estimates of inferred mineral resources may not form the basis of feasibility or pre-feasibility
studies, except in rare cases . Investors are cautioned not to assume that all or any part of an
inferred mineral resource is economically or legally mineable. D isclosure of “contained ounces”
in a resource is permitte d disclosure under Canadian regulations; however, the SEC normally
only permits issuers to report mineralization that does not constitute “reserves” by SEC standards
as in place tonnage and grade without reference to unit measures.
Canadian standards, incl uding the CIM Definition Standards and NI 43- 101, differ significantly
from standards in the SEC Industry Guide 7. Effective February 25, 2019, the SEC adopted new
mining disclosure rules under subpart 1300 of Regulation S-K of the United States Securities Act
of 1933, as amended (the “ SEC Modernization Rules”), with compliance required for the first
fiscal year beginning on or after January 1, 2021. T he SEC Modernization Rules replace the
historical property disclosure requirements included in SEC Industry Guide 7. As a result of the
adoption of the SEC Modernization Rules, the SEC now recognizes estimates of “measured
mineral resources”, “indicated mineral resources” and “inferred mineral resources”. I nformation
regarding mineral resources contained or referenced in this press release may not be comparable
to similar information made public by companies that report according to U.S . standards. While
the SEC Modernization Rules are purported to be “substantially similar” to the CIM Definition
Standards, readers are cautioned that there are differences between the SEC Modernization
Rules and the CIM Definitions Standards . A ccordingly, there is no assurance any mineral
resources that the Company may report as “measured mineral resources” , “indicated mineral
resources” and “inferred mineral resources ” under NI 43 -101 would be the same had the
Company prepared the resource estimates under the standards adopted under the SEC
Modernization Rules.
The technical content of this release has been compiled, reviewed and approved by Francois
Chabot, Eng, Technical Studies Manager of the Company and a "Qualified Person" as defined in
National Instrument 43-101 - Standards of Disclosure for Mineral Projects.