Press ReleasesAugust 23, 2016
Wallbridge Signs a Heads of Agreement for $2,500,000 Loan
Toronto, Ontario - August 23, 2016 - Wallbridge Mining Company Limited (TSX:WM, FWB: WC7) ("Wallbridge") is pleased to announce that it has entered into a Heads Of Agreement ("Loan Agreement") with William Day Holdings Limited ("William Day") to fund Wallbridge's acquisition of the Fenelon Mine Property from Balmoral Resources Ltd. and for general working capital towards the development of Fenelon Mine Property. Additionally, William Day agreed to participate in Wallbridge's current financing efforts to a maximum of $1,000,000 of which approximately $550,000 was placed in Wallbridge's recent private placement (see press release dated August 22, 2016). William Day also intends to participate in Wallbridge's Prospectus Offering (see press release dated July 11, 2016) in the amount of up to approximately $450,000.
"The support we have received from our current shareholder and company supporter, William Day, allows us to not only complete the purchase of this high grade asset, but also be able to rapidly advance the studies and the development of Fenelon Mine Property towards the goal of production decision in Q2, 2017", said Marz Kord, President & CEO of Wallbridge Mining Company. "We believe that this $1.5 million private placement, the $2.5 million debt facility as well as our Prospectus Offering will leave us well-funded to complete the necessary studies and permitting of the project. Wallbridge will make its production decision after the completion of a positive pre-feasibility study targeted for Q2, 2017."
The terms of the loan are for $2.5 million to be paid in 24 months at an interest rate of 15% with interest payments to be paid in advance at 6-month intervals. Wallbridge shall have the right at any time after 120 days from the advance of the principal amount of the Loan to prepay all or any portion of the Loan at any time upon 5 days prior notice, provided (i) the next scheduled payment of interest shall become due and payable and be paid at the time of prepayment and (ii) the minimum prepayment amount is not less than $500,000. Wallbridge will secure the Loan with a first mortgage, charge and hypothec registered against title to the Fenelon Mine Property.
The above terms are subject to delivery of the applicable promissory note, security (deed of hypotec) and other ancillary documents containing the customary representations, covenants and events of default, which are all to be in form and substance satisfactory to William Day. The parties have agreed to settle and execute a definitive Promissory Note/Loan Agreement on or before September 15, 2016 reflecting the foregoing terms.
Fenelon Mine Property
The Fenelon Mine Property is an advanced stage project with drill intersections suggesting exploration potential for resource expansion. The project is located in West-Central Quebec. Geologically it is situated proximal to the Sunday Lake Deformation Zone which hosts the Detour Gold Mine in Ontario as well as the Martiniere gold project being explored by Balmoral.
A total of over 50,000 metres of drilling has been completed on the property and, significantly, two bulk samples have been mined and processed from the Discovery Zone deposit. In 2001, a 13,835 tonne bulk sample mined from a small open pit at the Discovery Zone was test milled at the Camflo mill in Malartic and returned 132,039 grams (4,245 ounces) of gold giving a reconciled head grade of 9.84g/t gold using a calculated recovery of 97%. A second bulk sample, mined from underground and also milled at Camflo was comprised of 8,169 tonnes and returned 80,731 grams (2,596 ounces) of gold giving a reconciled head grade of 10.7 g/t gold.
The current measured and indicated 43-101 mineral resource is 91,100 Tonnes at 12.97 grams per tonne gold containing 38,000 ounces of gold (with 30,100 Measured Tonnes at 13.12 grams per tonne and 61,000 Indicated Tonnes at 12.89 grams per tonne). The current resource is restricted to the area located in close proximity to existing underground workings at shallow depth. The bulk of the resource is located in the first 150m from surface (87% of the tonnes and 91% of the ounces). There are several opportunities to add to the current resource by 1) testing the depth extensions of the ore shoots that originate in the resource area, 2) in-fill drilling on modelled exploration targets currently not included in the resource, 3) subparallel mineralized zones in the vicinity of the currently identified zones.
The full 43-101 Resource Estimate report is posted under the Wallbridge Mining profile at www.sedar.com, and can be accessed by following the link 2016 Fenelon Mineral Resource Report.
The property is currently owned 100% by Balmoral and Wallbridge has signed a definitive purchase agreement ("PA") for the outright purchase of the Fenelon Mine Property. Under terms of the PA Wallbridge can purchase a 100% undivided interest in the Fenelon Mine Property (subject to certain royalty provisions), by making the following payments to Balmoral:
- $200,000 in common shares of Wallbridge (2,381,575 common shares). This payment was made on signing of the Letter Of Intent on May 25, 2016. (see press release May 25, 2016)
- $200,000 in cash on or before July 28, 2016. This payment has been made (see press release August 2, 2016)
- $300,000 in cash on or before August 22, 2016. This payment was made on August 22, 2016 (the PA was amended on August 18, 2016 to reduce this installment from $800,000 to $300,000)
- A final payment of $3,000,000 on or before September 21, 2016.
In all cases Balmoral shall retain a 1% NSR on any future production from the Fenelon Mine Property.
Wallbridge announced on July 11, 2016 that it has filed a preliminary short form prospectus in the Provinces of Ontario and British Columbia and obtained a receipt therefor from the Ontario Securities Commission to qualify the distribution of units of Wallbridge (the "Units") and flow-through Shares of Wallbridge (the "FT Shares") and the common shares and warrants underlying the Units. If the maximum offering is completed, the Company will raise aggregate gross proceeds of $3,500,000 (the "Units Offering") and $1,000,000 ("FT offering")
The Units are to be issued at a price of $0.08 per Unit, with each such Unit consisting of one common share and one common share purchase warrant (the "Unit Warrants"), with each Unit Warrant entitling the holder to purchase one common share at a price of $0.12 per share for a period of 36 months from the closing date of the Offering.
The FT Shares are to be issued at a price of $0.10 per FT Share, whereby each such FT Share will be a common share in the capital of the Company that qualifies as a "flow-through share" within the meaning of the Income Tax Act (Canada) and the regulations thereunder.
The Offering is being conducted by a syndicate of agents led by Secutor Capital Management Corporation and including Canaccord Genuity Corp.
For further information regarding the prospectus offering, please contact Arie Papernick of Secutor Capital Management Corporation at 416-847-1220.
Marz Kord, P. Eng. is the Qualified Person for the contents of this Press Release and Pierre-Luc Richard, P.Geo., Catherine Jalbert, P.Geo., and Bruno Turcotte, P. Geo. are the Qualified Persons responsible for the 2016 Fenelon Mineral Resource Report and have reviewed the technical content of this press release.
About Wallbridge Mining
Wallbridge creates value through the acquisition, discovery, development, and production of metals. Wallbridge is working to establish a portfolio of projects that will support sustainable production and revenue as well as organic growth through exploration and scalability.
Wallbridge is currently in discussions regarding several advanced stage projects which could become the Company's next production platforms. These discussions benefit from the operating capabilities Wallbridge demonstrated by safely and efficiently mining the Broken Hammer deposit, which was completed in October 2015. One of those advanced discussions turned into a Letter Of Intent dated May 25, 2016 for the outright purchase of the Fenelon Mine Property from Balmoral which transaction is now the subject of the definitive PA signed July 25, 2016.
Wallbridge is continuing active partner-funded exploration on its large portfolio of nickel, copper, and PGM projects in Sudbury, Ontario. Most of this work is funded by joint venture partners and has led to the discovery of numerous mineral occurrences including the Broken Hammer deposit.
Wallbridge has further exposure to active exploration for copper and gold in Jamaica and British Columbia through its 15.6% ownership of Carube Copper Corp. ("Carube Copper") (CUC:TSX-V, formerly Miocene Resources Limited). Carube Copper's activities in Jamaica benefit from the funding by OZ Minerals Limited, with whom Carube Copper has two joint ventures.
For Further Information
Please visit the Company's website at www.wallbridgemining.com, or contact:
Wallbridge Mining Company Limited
President and CEO,
Tel: (705) 682-9297 ext. 247
Vice President 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 final acquisition of the Fenelon Mine Property, the ability to acquire the necessary permits and approvals to advance the Fenelon Mine Property toward production, the ability to safely and successfully dewater the underground workings at Fenelon, the ability to add to the existing resource base at Fenelon through drilling, 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.