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Wallbridge Mining Company Ltd
Symbol WM
Shares Issued 181,917,013
Close 2016-08-23 C$ 0.075
Market Cap C$ 13,643,776
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Wallbridge arranges $2.5M loan with lender William Day

2016-08-23 16:21 ET - News Release

Mr. Marz Kord reports

WALLBRIDGE SIGNS A HEADS OF AGREEMENT FOR $2,500,000 LOAN

Wallbridge Mining Company Ltd. has entered into a heads of agreement with William Day Holdings Ltd. to finance Wallbridge's acquisition of the Fenelon mine property from Balmoral Resources Ltd. and for general working capital toward the development of the Fenelon mine property. Additionally, William Day agreed to participate in Wallbridge's current financing efforts to a maximum of $1-million, of which approximately $550,000 was placed in Wallbridge's recent private placement (see press release dated Aug. 22, 2016). William Day also intends to participate in Wallbridge's prospectus offering (see press release dated July 11, 2016) in the amount of up to approximately $450,000.

"The support we have received from our current shareholder and company supporter, William Day, allows us to not only complete the purchase of this high-grade asset, but also be able to rapidly advance the studies and the development of [the] Fenelon mine property towards the goal of production decision in Q2 2017," said Marz Kord, president and chief executive officer of Wallbridge Mining Company. "We believe that this $1.5-million private placement, the $2.5-million debt facility, as well as our prospectus offering, will leave us well funded to complete the necessary studies and permitting of the project. Wallbridge will make its production decision after the completion of a positive prefeasibility study targeted for Q2 2017."

The terms of the loan are for $2.5-million to be paid in 24 months at an interest rate of 15 per cent with interest payments to be paid in advance at six-month intervals. Wallbridge shall have the right at any time after 120 days from the advance of the principal amount of the loan to prepay all or any portion of the loan at any time upon five days prior notice, provided: (i) the next scheduled payment of interest shall become due and payable and be paid at the time of prepayment; and (ii) the minimum prepayment amount is not fewer than $500,000. Wallbridge will secure the loan with a first mortgage, charge and hypothec registered against title to the Fenelon mine property.

The above terms are subject to delivery of the applicable promissory note, security (deed of hypothec), and other ancillary documents containing the customary representations, covenants and events of default, which are all to be in form and substance satisfactory to William Day. The parties have agreed to settle and execute a definitive promissory note/loan agreement on or before Sept. 15, 2016, reflecting the foregoing terms.

Fenelon mine property

The Fenelon mine property is an advanced-stage project with drill intersections suggesting exploration potential for resource expansion. The project is located in west-central Quebec. Geologically, it is situated proximal to the Sunday Lake deformation zone, which hosts the Detour gold mine in Ontario, as well as the Martiniere gold project being explored by Balmoral.

A total of over 50,000 metres of drilling have been completed on the property, and, significantly, two bulk samples have been mined and processed from the Discovery zone deposit. In 2001, a 13,835-tonne bulk sample mined from a small open pit at the Discovery zone was test milled at the Camflo mill in Malartic and returned 132,039 grams (4,245 ounces) of gold giving a reconciled head grade of 9.84 grams per tonne gold using a calculated recovery of 97 per cent. A second bulk sample, mined from underground and also milled at Camflo, was composed of 8,169 tonnes and returned 80,731 grams (2,596 ounces) of gold giving a reconciled head grade of 10.7 g/t gold.

The current measured and indicated NI 43-101 mineral resource is 91,100 tonnes at 12.97 grams per tonne gold containing 38,000 ounces of gold (with 30,100 measured tonnes at 13.12 grams per tonne and 61,000 indicated tonnes at 12.89 grams per tonne). The current resource is restricted to the area located in close proximity to existing underground workings at shallow depth. The bulk of the resource is located in the first 150 metres from surface (87 per cent of the tonnes and 91 per cent of the ounces). There are several opportunities to add to the current resource by: (1) testing the depth extensions of the ore shoots that originate in the resource area, (2) infill drilling on modelled exploration targets currently not included in the resource (3) subparallel mineralized zones in the vicinity of the currently identified zones.

The full NI 43-101 resource estimate report is posted under the Wallbridge Mining profile at SEDAR and can be accessed by following the link 2016 Fenelon mineral resource report.

Acquisition terms

The property is currently owned 100 per cent by Balmoral, and Wallbridge has signed a definitive purchase agreement (PA) for the outright purchase of the Fenelon mine property. Under the terms of the PA, Wallbridge can purchase a 100-per-cent undivided interest in the Fenelon mine property (subject to certain royalty provisions), by making the following payments to Balmoral: $200,000 in common shares of Wallbridge (2,381,575 common shares), and this payment was made on the signing of the letter of intent on May 25, 2016 (see the press release dated May 25, 2016); $200,000 in cash on or before July 28, 2016, and this payment has been made (see the press release dated Aug. 2, 2016); $300,000 in cash on or before Aug. 22, 2016, and this payment was made on Aug. 22, 2016 (the PA was amended on Aug. 18, 2016, to reduce this instalment from $800,000 to $300,000); and a final payment of $3-million on or before Sept. 21, 2016.

In all cases, Balmoral shall retain a 1-per-cent net smelter royalty on any future production from the Fenelon mine property.

Financing

Wallbridge announced on July 11, 2016, that it has filed a preliminary short-form prospectus in the provinces of Ontario and British Columbia and obtained a receipt therefor from the Ontario Securities Commission to qualify the distribution of units of Wallbridge and flow-through shares of Wallbridge and the common shares and warrants underlying the units. If the maximum offering is completed, the company will raise aggregate gross proceeds of $3.5-million (the units offering) and $1-million (FT offering).

The units are to be issued at a price of eight cents per unit, with each such unit consisting of one common share and one common share purchase warrant, with each unit warrant entitling the holder to purchase one common share at a price of 12 cents per share for a period of 36 months from the closing date of the offering.

The FT shares are to be issued at a price of 10 cents per FT share, whereby each such FT share will be a common share in the capital of the company that qualifies as a flow-through share within the meaning of the Income Tax Act (Canada) and the regulations thereunder.

The offering is being conducted by a syndicate of agents led by Secutor Capital Management Corp. and including Canaccord Genuity Corp.

For further information regarding the prospectus offering, please contact Arie Papernick of Secutor Capital Management at 416-847-1220.

Mr. Kord, PEng, is the qualified person for the contents of this press release, and Pierre-Luc Richard, PGeo, Catherine Jalbert, PGeo, and Bruno Turcotte, PGeo, are the qualified persons responsible for the 2016 Fenelon mineral resource report and have reviewed the technical content of this press release.

About Wallbridge Mining

Wallbridge is currently in discussions regarding several advanced-stage projects, which could become the company's next production platforms. One of those advanced discussions turned into a letter of intent dated May 25, 2016, for the outright purchase of the Fenelon mine property from Balmoral, which transaction is now the subject of the definitive PA signed July 25, 2016.

Wallbridge is continuing active partner-financed exploration on its large portfolio of nickel, copper and platinum-group-metal projects in Sudbury, Ont.

We seek Safe Harbor.

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