Wallbridge Mining Company Limited (TSX:WM, OTCQB:WLBMF) is pleased to announce that it has completed a non-brokered private placement of 22,937,500 national flow-through common shares and 48,844,333 Québec flow-through common shares for aggregate gross proceeds of $6,230,990. The National FT Shares were issued at a price of $0.08 and the Québec FT Shares were issued at a price of $0.09.

In addition, Agnico Eagle Mines Limited subscribed for 8,598,843 common shares for aggregate gross proceeds of $601,919. The AEM Private Placement closed concurrently with the FT Share Private Placement and was 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 $0.07.

With the net proceeds from these Private Placements the Company expects to have an estimated year end cash balance of approximately $20 million which, based on preliminary budgeting, is sufficient to fund the 2025 exploration program on the Company’s Detour-Fenelon Gold Property as currently contemplated. The Company will announce details of its exploration plans 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 Ltd. acted as an advisor 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, 2024, 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 (“MI 61-101”) as certain insiders of the Company subscribed for 1,687,500 in aggregate of National FT Shares and 400,000 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 www.sedarplus.ca, which may be sent to any shareholder upon request.

Qualified Person 

The Qualified Person responsible for the technical content of this news release is Francois Chabot, Eng., Technical Studies Manager for Wallbridge.

About Wallbridge Mining

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

Wallbridge’s most advanced projects, Fenelon Gold and Martiniere Gold incorporate 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 square km exploration land package in the Northern Abitibi region of Quebec.

Wallbridge has reported a positive Preliminary Economic Assessment at Fenelon that estimates average annual gold production of 212,000 ounces over 12 years.

For further information please visit the Company’s website at https://wallbridgemining.com/