Wallbridge Mining Company Limited (TSX:WM) (OTCQX:WLBMF) is pleased to announce that it has completed a non-brokered private placement of 37,956,353 national flow-through common shares and 8,000,000 Québec flow-through common shares for aggregate gross proceeds of $8,621,925. The National FT Shares were issued at a price of $0.185 and the Québec FT Shares were issued at a price of $0.20.

In addition, Agnico Eagle Mines Limited has elected to subscribe for 6,000,000 common shares for aggregate gross proceeds of $1,020,000. Subject to negotiation of the definitive agreement and other customary closing conditions, the AEM Private Placement is expected to close on or about March 10, 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 $0.17.

In connection with the FT Share Private Placement, the Company paid a cash finder’s fee of 4% . All securities issued pursuant to the Private Placements will have a four month and one day statutory hold period. The offering is subject to the final acceptance of the Toronto Stock Exchange.

The net proceeds from the Private Placements will be used to support the Company’s 2023 exploration program at the Company’s Detour-Fenelon Gold Trend Property. The financings announced today provide the Company with sufficient cash reserves to fund the previously announced 2023 exploration program on the Detour-Fenelon Gold Trend Property.

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 1,391,541 in aggregate of National FT Shares and 250,000 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 will be filed under the Company’s profile at www.sedar.com, 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 properties, 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 approximate 830 km² exploration land package controlled by Wallbridge. The Company believes that these two deposits have good potential for economic development, especially given their proximity to existing hydro-electric power and transportation infrastructure. In addition, Wallbridge believes that the extensive land package is extremely prospective for the discovery of additional gold deposits.

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.

Wallbridge will continue to focus on its core Detour-Fenelon Gold Trend Property while enabling shareholders to participate in the potential economic upside in Archer.