WLBMF - Wallbridge Closes Private Placement of Flow-Through Shares | Benzinga
- Not For Distribution in the United States -
TORONTO, Oct. 26, 2023 (GLOBE NEWSWIRE) -- Wallbridge Mining Company Limited (TSX:WM, OTCQX:WLBMF) ("Wallbridge" or the "Company") is pleased to announce that it has completed a non-brokered private placement of 47,820,000 national flow-through common shares (the "National FT Shares") and 25,632,666 Québec flow-through common shares (the "Québec FT Shares") for aggregate gross proceeds of $9,437,910 (the "FT Share Private Placement"). 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 ("Agnico") has elected to subscribe for 7,926,277 common shares for aggregate gross proceeds of $871,890 (the "AEM Private Placement", and together with the FT Share Private Placement, the "Private Placements"). 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 (the "Detour-Fenelon Gold Trend 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 (the "FT Shares") 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 ("MI 61-101") 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 ...