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Wallbridge Closes Private Placement of Flow-Through Shares

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Wallbridge Closes Private Placement of Flow-Through Shares






Wallbridge Mining Company Limited (TSX:WM, OTCQX:WLBMF) is pleased to announce that it has completed a non-brokered private placement of 47,820,000 national flow-through common shares and 25,632,666 Québec flow-through common shares for aggregate gross proceeds of $9,437,910. The National FT Shares were issued at a price of $0.125 and the Québec FT Shares were issued at a price of $0.135.


In addition, Agnico Eagle Mines Limited has elected to subscribe for 7,926,277 common shares for aggregate gross proceeds of $871,890. The AEM Private Placement is expected to close on or before November 2, 2023, and will be undertaken pursuant to certain participation rights set out in a pre-existing participation agreement between the Company and a predecessor of Agnico. The AEM Shares will be issued at a price of $0.11.


With the net proceeds from these Private Placements the Company expects to have an estimated year end cash balance of approximately $25 million which is sufficient to fund the 2024 exploration program on the Company’s Detour-Fenelon Gold Property as currently contemplated. The Company will announce details of its exploration plans in January once board approval has been obtained.


In connection with the FT Share Private Placement, the Company paid a cash finder’s fee other than in respect of subscriptions by president’s list investors. Topleft Securities Inc. and Laurentian Bank Securities Inc. acted as advisors to Wallbridge in connection with the transaction. All securities issued pursuant to the Private Placements will have a four month and one day statutory hold period.


Each National FT Share and Québec FT Share 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 FT Shares will be renounced with an effective date no later than December 31, 2023, to the initial purchasers of the FT Shares in an aggregate amount not less than the gross proceeds raised.


None of the securities offered in the Private Placements 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 FT Share Private Placement constituted a related party transaction within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions as certain insiders of the Company subscribed for 1,020,000 in aggregate of National FT Shares and 296,296 in aggregate of Québec 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 FT Share 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 FT Share Private Placement, which the Company deems reasonable in the circumstances in order to price and close the FT Share Private Placement in an expeditious manner. A material change report has been filed under the Company’s profile at, which may be sent to any shareholder upon request.


About Wallbridge Mining


Wallbridge is focused on creating value through the exploration and sustainable development of gold projects along the Detour-Fenelon Gold Trend while respecting the environment and communities where it operates.


Wallbridge’s flagship project, Fenelon Gold, is located on the highly prospective Detour-Fenelon Gold Trend Property in Québec’s Northern Abitibi region. An updated mineral resource estimate completed in January 2023 yielded significantly improved grades and additional ounces at the 100%-owned Fenelon and Martiniere projects, incorporating a combined 3.05 million ounces of indicated gold resources and 2.35 million ounces of inferred gold resources. Fenelon and Martiniere are located within an 830 km2 exploration land package controlled by Wallbridge. In addition, Wallbridge believes that the extensive land package is extremely prospective for the discovery of additional gold deposits.


Wallbridge has reported a positive Preliminary Economic Assessment on its 100%-owned Fenelon gold Project with an estimated average annual gold production of 212,000 ounces over 12.3 years (see Wallbridge press release of June 26, 2023).


Wallbridge also holds a 19.9% interest in the common shares of Archer Exploration Corp. as a result of the sale of the Company’s portfolio of nickel assets in Ontario and Québec in November of 2022.


The scientific and technical content of this new release has been reviewed and approved by Francois Chabot., Eng., the Company’s Manager of Technical Services, a “Qualified Person” as defined in National Instrument 43-101 – Standards of Disclosure for Mineral Projects.


Posted October 27, 2023

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