Wallbridge Mining Company Limited Announces Bought Deal Financing and Non- Brokered Private Placement Offering
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]
PRESS RELEASE
Not for distribution to U.S. news wire services or dissemination in the United States.
WALLBRIDGE MINING COMPANY LIMITED ANNOUNCES BOUGHT DEAL FINANCING AND NON-
BROKERED PRIVATE PLACEMENT OFFERING
TORONTO, Ontario, February 2, 2022 – 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, t o 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 Ac t (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 pri ce 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 c lose 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 Mineral Resource
Estimate (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).
WALLBRIDGE MINING COMPANY LIMITED
TSX| WM
2|Page
Both properties are located on the Company’s 910 km 2 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., 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]
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.
WALLBRIDGE MINING COMPANY LIMITED
TSX| WM
3|Page
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 r esults 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.