Press ReleasesAugust 01, 2019
Wallbridge Announces First Tranche Closing of $9.58 Million Private Placement
Toronto, Ontario -- August 1, 2019 -- Wallbridge Mining Company Limited (TSX:WM, FWB: WC7) ("Wallbridge" or the "Company") is pleased to announce that it has closed the first tranche of a non-brokered private placement (the "Offering") through the issuance of 2,590,000 common shares in the Company on a flow-through basis to Quebec resident investors ("Super FT Shares") at a price of $0.50 per Super FT Share; 6,027,717 common shares in the capital of the Company on a flow-through basis ("National FT Shares") at a price of $0.46 per National FT Share; and 13,261,170 units (the "Units") at a price of $0.42 per Unit for aggregate gross proceeds of $9,637,441. Each Unit consists of one common share of the Company (a "Common Share") and a one-half Common Share purchase warrant. Each whole Warrant (a "Warrant") will entitle the holder to acquire one additional Common Share (a "Warrant Share") for a period of twelve (12) months from the date of issuance at an exercise price of $0.60 per Warrant Share. The Company expects to close a second and final tranche for anticipated proceeds of $576,000 on or about August 2, 2019.
Collectively, the Super FT Shares and National FT Shares are the "Offered Securities." Eric Sprott, through 2176423 Ontario Ltd., a corporation which is beneficially owned by him, purchased $2,100,000 of the Units.
The gross proceeds from the issuance of the Offered Securities will be used for Canadian Exploration Expenses, as defined in the Income Tax Act (Canada), on the Company's Fenelon property. The Super FT Shares will qualify for the two 10% enhancements under section 726.4.9 and section 722.214.171.124 of the Quebec Taxation Act, which will be renounced with an effective date no later than December 31, 2019 to the initial purchasers of the Offered Securities in an aggregate amount not less than the gross proceeds raised.
In connection with the first tranche, the Company paid a cash finder's fee of $217,805. All securities issued under the Offering will be subject to a four month hold period from the date of issuance in accordance with applicable securities laws. The Offering is subject to final acceptance of the Toronto Stock Exchange.
"We are quite pleased with the support of our new and existing investors which allowed us to complete this financing over a short time period," stated Marz Kord, President & CEO of Wallbridge Mining. "We now have the ability to not only expand the ongoing 60,000m 2019 drilling program but also have a good portion of our 2020 planned exploration spending in the treasury."
The Offering constituted a related party transaction within the meaning of Multilateral Instrument 61-101 ("MI 61-101") as Mr. Sprott, a reporting insider of the Company, subscribed for 5,000,000 Units 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 Mr. Sprott does not exceed 25% of the market capitalization of the Company, as determined in accordance with MI 61-101. The Company did not file a material change report in respect of the related party transaction at least 21 days before the closing of the Offering, which the Company deems reasonable in the circumstances in order to complete the Offering in an expeditious manner.
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 additional advanced-stage projects which would add to the Company's near-term project pipeline. 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
Chief Financial Officer
Tel: (416) 716-8346
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.