Wallbridge Mining Company Limited (TSX:WM, OTCQX:WLBMF), (“Wallbridge” or the “Company“) today announced that further to its press release earlier today, that it has completed its previously-announced non-brokered private placement of 24,611,351 National flow-through common shares (the “National FT Shares”) and 12,357,000 Quebec flow-through common shares (the “Quebec FT Shares”) for aggregate gross proceeds of C$14,172,570 (the “Private Placement”). The National FT Shares were issued at a price of C$0.37 and the Quebec FT Shares at a price of C$0.41. All securities issued pursuant to the Private Placement will have a four month and one day statutory hold period.
The gross proceeds from the Private Placement will be used to support the Company’s 2022 exploration program at the Company’s Detour-Fenelon Gold Property. In connection with the Private Placement, the Company paid a cash finder’s fee of 4%.
Each National FT Share and Quebec FT Share (the “Offered Securities”) will qualify as a “flow-through share” within the meaning of subsection 66(15) of the Income Tax Act (Canada) and, in respect of eligible Québec resident subscribers, section 359.1 of the Taxation Act (Québec). The Offered Securities will be renounced with an effective date no later than December 31, 2022 to the initial purchasers of the Offered Securities in an aggregate amount not less than the gross proceeds raised.
None of the securities offered in the Offering or the Private Placement have been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
The Private Placement constituted a related party transaction within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”) as insiders of the Company subscribed for 421,351 National FT Shares and 120,000 Quebec FT Shares. 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 Private Placement by the insiders does not exceed 25% of the market capitalization of the Company 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 of the Private Placement, which the Company deems reasonable in the circumstances in order to complete the Private Placement in an expeditious manner.
About Wallbridge Mining
Wallbridge is currently advancing the exploration and development of its 100%‒owned Fenelon Gold property located along the Detour‒Fenelon Gold Trend, an emerging gold belt in northwestern Québec. Within three years of the discovery of the Area 51 and Tabasco/Cayenne Zones, through drill programs totaling over 300,000 metres, Wallbridge reached an important milestone by announcing a maiden Mineral Resource Estimate (MRE) for Fenelon and an updated MRE for the Martiniere Gold Property totalling 2.67 Moz Au in the indicated category and 1.72 Moz Au in the inferred category (for details of the MREs see Wallbridge press release dated November 9, 2021 and Technical Report filed December 23, 2021 on SEDAR).
Both properties are located on the Company’s 910 km2 land package along the Detour-Fenelon Gold Trend in Northern Abitibi, Québec, with significant potential for further discoveries over a 97‒kilometre strike length of this underexplored belt.
Wallbridge is also the operator of, and a 17.8% shareholder in, Lonmin Canada Inc., a privately‒held company with a portfolio of nickel, copper, and platinum‒group metals (PGM) projects in Ontario’s Sudbury Basin.
This news release has been authorized by the undersigned on behalf of Wallbridge Mining Company Limited.
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: mkord@wallbridgemining.com
Victoria Vargas, B.Sc. (Hon.) Economics, MBA
Investor Relations Advisor
Email: vvargas@wallbridgemining.com
