Press ReleasesMay 15, 2019
Wallbridge Announces Closing of $7M Private Placement with Eric Sprott
Toronto, Ontario -- May 15, 2019 -- Wallbridge Mining Company Limited (TSX:WM, FWB: WC7) (the "Company" or "Wallbridge") is pleased to announce the closing of the previously-announced non-brokered private placement financing (the "Offering") of 29,166,667 common shares (the "Common Shares") at a price of $0.24 per Common Share for gross proceeds of $7,000,000 to Eric Sprott ("Sprott"), through 2176423 Ontario Ltd., a company beneficially owned by Sprott.
The closing of the Offering was conditional on Sprott exercising 1,666,667 Common Share purchase warrants at an exercise price of $0.15 and 15,000,000 Common Share purchase warrants at an exercise price of $0.20 for aggregate gross proceeds to the Company of $3,250,000 (collectively the "Warrants"). The Warrants were exercised in February 2019.
The closing of the Offering was also conditional on receipt of approval from the Company's shareholders at Wallbridge's Annual and Special meeting of shareholders held on May 8, 2019 (the "ASM"), as, according to the rules and policies of the Toronto Stock Exchange ("TSX") the completion of the Offering will result in Sprott being able to materially affect control of the Company. A total of 231,265,771 votes, or 96%, were cast by ballot at the ASM in favour of the resolution to confirm, approve and ratify the Offering.
All securities issued pursuant to the Offering are subject to a statutory hold period expiring four months and one day following issuance of the securities in accordance with applicable securities legislation.
The gross proceeds of the Offering will be used for general corporate purposes.
The Offering constitutes a related party transaction within the meaning of Multilateral Instrument 61-101 ("MI 61-101") as Sprott, a reporting insider of the Company subscribed for 29,166,667 Common Shares pursuant to the Offering. The Company is relying on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, as the fair market value of the participation in the Offering by Sprott does not exceed 25% of the market capitalization of the Company, as determined in accordance with MI 61-101.
Sprott, through 2176423 Ontario Ltd., acquired 29,166,667 Common Shares pursuant to the Offering. Prior to the Offering, Sprott beneficially owned or controlled 87,220,396 Common Shares of the Company representing approximately 19.9% of the issued and outstanding Common Shares of the Company on a non-diluted basis. As a result of the Offering, Sprott beneficially owns or controls 116,387,063 Common Shares of the Company representing approximately 24.9% of the issued and outstanding Common Shares of the Company on a non-diluted basis.
The Common Shares were acquired by Sprott for investment purposes. Mr. Sprott has a long-term view of the investment and may acquire additional securities of the Company including on the open market or through private acquisitions or sell securities of the Company including on the open market or through private dispositions in the future depending on market conditions, reformulation of plans and/or other relevant factors. A copy of Sprott's early warning report will appear on the Company's profile on SEDAR and may also be obtained by calling (416) 362-7172 (200 Bay Street, Suite 2600, Royal Bank Plaza, South Tower, Toronto, Ontario M5J 2J2)
About Wallbridge Mining
Wallbridge is establishing a pipeline of projects that will support sustainable production and revenue as well as organic growth through exploration and scalability.
Wallbridge is currently developing its 100%-owned high-grade Fenelon Gold property in Quebec with ongoing exploration and a recently-completed 35,000-tonne bulk sample. Wallbridge is also pursuing other additional advanced-stage projects which would add to the Company's near-term project pipeline. These discussions benefit from the operating capabilities Wallbridge demonstrated by safely and efficiently mining the Broken Hammer deposit in Sudbury, which was completed in October 2015. As part of this strategy, the Company recently optioned the Beschefer Project, an advanced gold property with proven size and grade-potential near Fenelon Gold. Wallbridge is also continuing partner-funded exploration on its large portfolio of nickel, copper, and PGM projects in Sudbury, Ontario, with a focus on its high-grade Parkin project.
Wallbridge also has exposure to exploration for copper and gold in Jamaica and British Columbia through its 11.3% ownership of Carube Copper Corp. (CUC:TSX-V, formerly Miocene Resources Limited, a Wallbridge spin-out of its BC assets).
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]
Chief Financial Officer
Tel: (416) 716-8346
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 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.