Wallbridge Participates in NorthX Nickel Private Placement
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 Participates in NorthX Nickel Private Placement
Toronto, Ontario – May 14, 2024 – Wallbridge Mining Company Limited (TSX: WM, OTCQB:
WLBMF) (“Wallbridge” or the “Company”) announced today that it has acquired 1,487,500 units
(each, a “Unit”) of NorthX Nickel Corp. (formerly Archer Exploration Corp.) (“Archer”) (CSE:NIX)
(“NorthX”) at a price of $0.2 4 per Unit for a total purchase price of $357,000, by way of non -
brokered private placement (the “Offering”).
Each Unit is comprised of one common share (each, a “Common Share”) and one common share
purchase warrant of NorthX (each, a “ Warrant”). Each Warrant entitles the holder thereof to
acquire one Common Share at a price of $0.36 at any time during the 36-month period following
the closing of the Offering. The Warrants are subject to an accelerated expiry date, which comes
into effect after November 3, 2024 if the closing price of the Common Shares on the Canadian
Securities Exchange is equal to or greater than $0.72 for a period of 10 consecutive trading days
(the “ Acceleration Event”). If the Acceleration Event occurs, NorthX may provide an expiry
acceleration notice (the “Notice”) to Warrant holders and the expiry date of the Warrants will be
deemed to be 30 days from the date of the Notice.
Immediately prior to the closing of the Offering, Wallbridge owned 3,007,293 Common Shares,
which represented 15.84% of the issued and outstanding Common Shares on a non-diluted basis.
Following the Offering, Wallbridge owns 4,494,793 Common Shares and 1,487,500 Warrants,
representing 15.79% of the issued and outstanding Common Shares on a non -diluted basis and
19.98% of the issued and outstanding Common Shares on a partially diluted basis, assuming the
exercise of the Warrants.
On July 12, 2022, Wallbridge entered into an asset purchase agreement with Archer, pursuant to
which the Company received common shares of Archer as part of the consideration for the
disposition of its portfolio of nickel assets (the “ Transaction”). As part of the Transaction,
Wallbridge entered into an investor rights agreement (the “IRA”). Pursuant to the IRA, Wallbridge
has the right to nominate two (2) candidates for election as directors of NorthX so long as it
maintains ownership of at least 10% of the issued and outstanding Common Shares on a partially-
diluted basis, as calculated in accordance with the IRA. The IRA also provides the acquiror: (i) a
pro rata pre-emptive right, (ii) top-up rights, and (iii) a standard piggyback registration right subject
to underwriter cutback, so long as Wallbridge holds at least 10% of the issued and outstanding
Common Shares on a partially diluted basis, as calculated in accordance with the IRA.
Wallbridge acquired the Units for investment purposes and may, depending on market and other
conditions, increase or decrease its beneficial ownership of Common Shares or other securities
of NorthX whether in the open market, by privately negotiated agreement or otherwise.
This press release is being issued pursuant to NI 62-103 – The Early Warning System and Related
Take-Over Bid and Insider Reporting Issues, which also requires a report to be filed in accordance
with applicable securities laws (the “Early Warning Report”). A copy of the Early Warning Report
will be available under Wallbridge’s and NorthX’s profiles on SEDAR+ at www.sedarplus.ca.
About Wallbridge Mining
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Wallbridge is focused on creating value through the exploration and sustainable development of
gold projects along the Detour -Fenelon Gold Trend in Québec’s Northern Abitibi region while
respecting the environment and communities where it operates.
Wallbridge’s most advanced projects, Fenelon Gold (“ Fenelon”) and Martiniere Gold
(“Martiniere”) incorporate 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 830 square
kilometre exploration land package controlled by Wallbridge.
Wallbridge has reported a positive Preliminary Economic Assessment (“ PEA”) at Fenelon that
estimates average annual gold production of 212,000 ounces over 12 years (see Wallbridge press
release of June 26, 2023).
Wallbridge also holds a 15.79% interest in NorthX Nickel Corp., on a non-diluted basis, as a result
of the sale of the Company’s portfolio of nickel assets in Ontario and Québec in November of 2022
and the Company’s subsequent acquisition of additional Common Shares and Warrants by way
of private placement by NorthX in May of 2024.
For further information please visit the Company’s website at https://wallbridgemining.com/ or
contact:
Wallbridge Mining Company Limited
Brian Penny, CPA, CMA
Chief Executive Officer
Tel: (416) 716-8346
Email: [email protected]
Victoria Vargas, B.Sc. (Hon.) Economics, MBA
Capital Markets Advisor
Email: [email protected]
Cautionary Note Regarding Forward-Looking Information
The information in this document may contain forward -looking statements or information
(collectively, “FLI”) within the meaning of applicable Canadian securities legislation. FLI is based
on expectations, estimates, projections and interpretations as at the date of this document.
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, but are not limited to, words su ch 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 in this document may include, but is not limited to: statements regarding the results of the
PEA; the potential future performance of the Common Shares; future drill results; the Company’s
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ability to convert inferred resources into measured and indicated resources; environmental
matters; stakeholder engagement and relationships; parameters and methods used to estimate
the MRE’s at Fenelon and Martiniere (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 document 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 in this document to reflect new
events or circumstances. Unless otherwise noted, this document has been prepared based on
information available as of the date of this document. 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 accur acy 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 and in the PEA; the ability of the Company to obtain required approvals;
geological, mining and exploration technical problems; failure of equipment or processes to
operate as anticipated; the evolution of the global economic climate; metal prices; foreign
exchange rates; environmental expectations; community and non-governmental actions; and, the
Company’s ability to secure required funding. Risks and uncertainties about Wallbridge's business
are discussed in the disclosure materials filed with the securities regulatory authorities in Canada,
which are available at www.sedarplus.ca.
Cautionary Notes to United States Investors
Wallbridge prepares its disclosure in accordance with NI 43 -101 which differs from the
requirements of the U.S. Securities and Exchange Commission (the " SEC"). Terms relating to
mineral properties, mineralization and estimates of mineral reserves and mineral resources and
economic studies used herein are defined in accordance with NI 43-101 under the guidelines set
out in CIM Definition Standards on Mineral Resources and Mineral Reserves, adopted by the
Canadian Institute of Mining, Metallurgy and Petroleum Council on May 19, 201 4, as amended.
NI 43-101 differs significantly from the disclosure requirements of the SEC generally applicable
to US companies. As such, the information presented herein concerning mineral properties,
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mineralization and estimates of mineral reserves and mineral resources may not be comparable
to similar information made public by U.S. companies subject to the reporting and disclosure
requirements under the U.S. federal securities laws and the rules and regulations thereunder.