Press ReleasesSeptember 27, 2016
Wallbridge Announces Making $500,000 Payment Towards Purchase of Fenelon Mine Property and Signing of $2.5 million Loan Agreement
Toronto, Ontario -- September 27, 2016 -- Wallbridge Mining Company Limited (TSX:WM, FWB: WC7) ("Wallbridge") is pleased to announce that it has, on September 23, 2016, made an additional payment of $500,000 towards the purchase of the Fenelon Mine Property. An additional $2.5M payment is due on the earlier of November 7th , 2016 or the date transfer of title to the property in the name of Wallbridge is completed.
Wallbridge is also pleased to announce that it has executed the $2.5 million Loan Agreement with William Day Holdings Limited ("William Day") to fund the remaining payment due to Balmoral Resources Ltd. (see also previous Press Release dated August 23, 2016). Funds under this agreement will be released upon transfer of title to the property in the name of Wallbridge and registration of William Day's mortgage and security interest as agreed upon under the terms of the Loan Agreement.
Commenting on these developments Marz Kord President and CEO of Wallbridge stated, "We now have the funds in place to complete the acquisition of the Fenelon Mine Property and can now move ahead with closing our short form prospectus financing which will provide us with the necessary funds to rapidly advance this project."
For more information about the Fenelon Mine Property please refer to the Wallbridge Mining website (www.wallbridgemining.com).
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 has been made (see press release August 22, 2016)
- $500,000 in cash on or before September 23, 2016. This payment has been made and is the subject of this press release.
- A final payment of $2,500,000 on the earlier of November 7, 2016 or that date on which the registration of the property into the name of Wallbridge is completed.
In all cases Balmoral shall retain a 1% NSR on any future production from the Fenelon Mine Property.
The terms of the loan are for $2.5 million to be paid back 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 hypothec) 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.
Current Prospectus Financing
To finance the development of Fenelon Mine Property and provide the company with general working capital, Wallbridge announced on September 21, 2016 that it has filed a final 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 $4,500,000 (the "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 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.
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).
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
Email: [email protected].
Vice President Corporate Communications
Tel: (705) 682-9297 ext. 263
Email: [email protected]
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.