Press ReleasesNovember 20, 2012
Wallbridge enters into a binding Heads of Agreement with Callinan Royalties
Toronto, Ontario -- November 20, 2012 - Wallbridge Mining Company Limited (TSX: WM, FWB: WC7) ("Wallbridge" or the "Corporation") today announced that it has entered into a binding Heads of Agreements with Callinan Royalties ("Callinan") whereby Callinan will provide Wallbridge with a Line of Credit ("LOC") for $2.0M to fund the development of the Broken Hammer Project. Additionally Callinan will purchase 8,333,333 units ("Units") of Wallbridge at a price of C$0.18 (Canadian) per Unit for gross proceeds of $1.5M (the "Equity Financing") subject to the approval of the Toronto Stock Exchange.
Commenting on this transaction, Marz Kord, President and Chief Executive Officer of Wallbridge, stated: "We are pleased to have entered into this transaction with Callinan, a reputable royalty firm, for two reasons. Firstly, this new capital injection allows Wallbridge to accelerate the development plans for the Broken Hammer Project without significant equity dilution. Secondly, Callinan's interest in financing the Corporation at a premium to the current market in return for the option to purchase royalties on our 100% owned Sudbury properties underscores the inherent value in these exploration assets, as well as broadening our already strong shareholder base. The investment by Callinan reaffirms our position that not only does Wallbridge have significant core assets in our investments in Duluth Metals and Miocene Metals, but that there is significant value in our Sudbury exploration assets which to date has not been reflected in our market capitalization."
Each Unit is comprised of one common share in the capital of the Corporation and one-half of one common share purchase warrant (each whole common share purchase warrant being hereinafter referred to as a "Warrant"). Each Warrant entitles the holder thereof to purchase one common share in the capital of the Corporation at an exercise price of C$0.27 (Canadian) per warrant share for a period of three years from the closing date of the transaction.
The financing charge for the LOC will be the greater of 10% annual interest and a maximum 1.5% NSR royalty prorated on the funds drawn down for a period of 3 years or until the completion of the extraction and processing of minerals produced from the Broken Hammer Project, whichever be the first to occur. Callinan will receive the right to purchase a new 1.0% NSR on the Broken Hammer Project for $2M with an inflation adjustment.
In connection with the Equity Financing, Callinan will also receive two royalty options which can be exercised on any of the currently 100% owned projects of the Corporation, other than the Broken Hammer project. Half of the funds raised from the Equity Financing will be used to fund the exploration work on the 100% owned properties during a period of three years from the closing date of the transaction and the balance of funds will be used for the Corporation's general working capital purposes.
Each royalty option gives Callinan the right to purchase up to 2% NSR on any particular 100% owned property (other than the Broken Hammer property) at any time during the Option Term by paying the following:
- For the first 1% NSR, $2M with an inflation adjustment, and
- For the second 1% NSR, a value equal to the after-tax NPV using a negotiated discount rate.
About Wallbridge Mining
Wallbridge Mining Company Limited (WM:TSX) is an established metals company working to build sustainable growth for investors through discovery and development of mineral resources.
Wallbridge specializes in copper, platinum, palladium gold, and nickel projects in mining friendly jurisdictions of North America, with a particular focus on Sudbury, Ontario. Wallbridge's position in Sudbury offers exposure to unique large-scale discovery upside in Canada's premier mining district.
Wallbridge has a record of generating high potential projects and financing exploration through joint ventures or spin-out companies. Wallbridge has 42 projects in Sudbury, Ontario, including 12 joint ventures with partners Impala Platinum Holdings Limited, Lonmin Plc, Xstrata Nickel and a number of junior mining companies.
Wallbridge also holds significant equity interests in spin-out companies Duluth Metals Limited (DM:TSX) and Miocene Metals Limited (MII:TSX-V).
For Further Information
Please visit the Corporation's website at www.wallbridgemining.com, or contact:
Wallbridge Mining Company Limited
Joshua Bailey, M.Sc., P.Geo
Vice President, Exploration
Tel: (705) 682-9297 ext. 240
Director of Corporate Communications
Tel: (705) 682-9297 ext. 263
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.