TORONTO, Dec. 19, 2019 /CNW/ - Wallbridge Mining
Company Limited (TSX:WM, FWB: WC7) ("Wallbridge" or the
"Company") is pleased to announce that it has closed a
non-brokered private placement (the "Offering") for
aggregate gross proceeds of $7.9
million through the issuance of 7,999,700 common shares in
the Company. A total of 2,590,700 common shares were issued on a
flow-through basis ("Super FT Shares") at a price of
$1.05 per Super FT Share and
5,409,000 common shares in the capital of the Company on a
flow-through basis ("National FT Shares") at a price of
$0.95 per National FT Share.
Collectively, the Super FT Shares and the National FT Shares are
the "Offered Securities".
"The completion of this financing gives us additional financial
flexibility to achieve our goals of advancing Fenelon and pursing
additional advanced-stage projects which would add to the Company's
near-term project pipeline," said Marz
Kord, Wallbridge's President & CEO. "We are also pleased
that Eric Sprott has chosen to
participate in this private placement."
The gross proceeds from the issuance of the Offered Securities
will be used for Canadian Exploration Expenses and will qualify as
"flow-through mining expenditures," as defined in subsection 127(9)
of the Income Tax Act (Canada). The Super FT Shares will also qualify
for the two 10% enhancements under section 726.4.9 and section
726.4.17.1 of the Quebec Taxation Act. The Offered
Securities 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 Offering, the Company paid a cash
finder's fee of $300,014. 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.
The Offering constituted a related-party transaction within the
meaning of Multilateral Instrument 61-101 ("MI 61-101") as
Mr. Eric Sprott, a reporting insider
of the Company subscribed for 2,967,000 National FT 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 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 100,000 ounce-plus annual gold production as
well as organic growth through exploration and scalability.
The Company is currently developing its 100%-owned Fenelon Gold
Property, which is located proximal to the Sunday Lake Deformation
Zone, an emerging gold belt in northwestern Quebec with an ongoing 70-80,000 m exploration drill program in 2019 and a
recently-completed 33,500-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 the
operator of, and a 20% shareholder in, Loncan Canada Inc., a
privately-held company with a large portfolio of nickel, copper,
and PGM projects in Ontario's
Sudbury Basin.
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.
SOURCE Wallbridge Mining Company Limited