WALLBRIDGE MINING LIMITED (TSX: Wmor follow: WLBMF) (“Wallbridge” or the “Company”) announces that it has entered into definitive agreements with Agnico Eagle Mines Limited (“Agnico Eagle”) and Waratah Capital Advisors Limited, on behalf of certain investment funds it manages, (“Waratah”) pursuant to which Agnico Eagle and Waratah have each agreed to acquire such number of common shares that will result in each of them retaining a partially diluted ownership position, control or direction of approximately 19.9% in the Company, which will result in an injection of Approximately C$56.0 million of capital remains in the Company at closing.
Brian Penny, CEO of Wallbridge, commented:
“We are pleased to announce these key investments from our long-standing shareholder Agnico Eagle and from Waratah, whom we welcome as an important new shareholder in the company.
In our view, these investments underscore the quality and scale of our flagship asset, Fenelon, while providing the capital required to develop it through drilling and a pre-feasibility study, which we expect to deliver in late 2027 or early 2028.
As part of this next chapter, we also intend to obtain shareholder approval in time to complete the 20:1 stock consolidation and rename the company to Sunday Lake Gold.
With this capital infusion from our anchor investors, we will be well positioned to advance Fenelon and unlock significant value for all shareholders as we enter this important new phase in the company’s history.
Key points
- The strategic investments will be made at a price of C$0.092 per common share, representing a 15% premium to the Company’s 20-day volume-weighted average price on the Toronto Stock Exchange.
- The net proceeds from the offering, combined with the company’s existing financial resources, are expected to fund the completion of the pre-feasibility study for the Fenelon project.
- Agnico Eagle and Waratah will each have, or exercise control or direction of, a partially diluted 19.9% position in the Company (including common stock and warrants already held by Agnico Eagle).
- The company intends to seek shareholder approval to change the name to “Sunday Lake Gold” and consolidate shares in a 20:1 ratio. Further information on such matters will be available in due course.
Additional details
Agnico Eagle has agreed to purchase 243,927,966 common shares of the Company for gross proceeds of approximately C$22.4 million, which together with Agnico Eagle’s existing ownership of the common shares and warrants to purchase the common shares, will result in a partially diluted ownership interest of 19.9% in the Company.
Waratah, on behalf of certain investment funds it manages, has agreed to purchase 364,339,130 common shares of the Company for gross proceeds of approximately C$33.5 million, which will result in these funds obtaining an aggregate pro forma ownership interest of 19.9% in the Company.
In connection with investments, upon closing the Company will enter into an investor rights agreement with both Agnico Eagle and Waratah, whereby each investor will be entitled to certain rights, provided that each maintains certain ownership limits in the Company, including but not limited to: participation rights, top-up rights, and the right to appoint at least one member to the Company’s board of directors. Agnico Eagle will also have the ability to participate in the Technical Committee to provide recommendations and advice to the Company on technical matters.
The closing is subject to customary terms for a transaction of this type, including approval by the Toronto Stock Exchange.
The company intends to call a special shareholder meeting in the third quarter of 2026 in order to authorize a 20:1 share consolidation and name change to “Sunday Lake Gold.” A circular containing further information on these matters will be provided in due course.
The company intends to complete the fully funded 2026 exploration program at Martiniere, Casole and Graset, which is already underway, but will then allocate the vast majority of its efforts and capital to Fenelon.
Consultants and consultants
BMO Capital Markets served as financial advisor and Stikeman Elliott LLP served as legal advisor to the company. Davies Ward Phillips & Vineberg LLP served as legal counsel to Agnico Eagle and McMillan LLP served as legal counsel to Waratah.
About Wallbridge Mining Company
Wallbridge is focused on creating value through the sustainable exploration and development of gold projects in the Abitibi region of Quebec while respecting the environment and the communities in which it operates. The Company has a contiguous mineral property totaling 598 square kilometers extending approximately 82 kilometers along the Detour-Fenelon gold trend. The land site hosts the company’s flagship PEA-stage Fenelon Gold Project, the previous exploration phase of the Martiniere Gold Project, as well as several greenfield gold projects.
For more information, please visit the company’s website at https://wallbridgemining.com/ Or call:
WALLBRIDGE MINING LIMITED
Cautionary note regarding forward-looking information
The information contained herein may contain forward-looking statements or information (collectively, “FLI“) within the meaning of applicable Canadian securities legislation. FLI is based on expectations, estimates, projections and interpretations as of the date of this document.
All statements, other than statements of historical fact, included herein are FLI and involve various risks, assumptions, estimates and uncertainties. In general, FLI may be identified by the use of phrases including, but not limited to, words such as “seeks”, “believes”, “expects”, “plans”, “continue”, “budget”, “planned”, “estimates”, “expects”, “predicts”, “intends”, “projects”, “predicts”, “proposes”, “potential”, “objectives” and variations of such words and phrases, or by certain expressions Actions, events or results “may”, “will”, “could”, “would”, “should”, “might”, “taken”, “happened” or “achieved”.
The FLI in this document may include, but is not limited to: closing of investments, statements regarding the use of proceeds from investments, 20:1 share consolidation and name change, intent to complete the 2026 exploration program, progress on the pre-feasibility study for Fenelon and unlock significant shareholder value.
The FLI is designed to help you understand management’s current views on its near- and long-term prospects, and may not be appropriate for other purposes. FLI is, by its nature, based on assumptions and involves known and unknown risks, uncertainties and other factors that may cause the Company’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by FLI. Although the cash flow index contained herein is based on what management believes, or believed at the time, to be reasonable assumptions, the Company cannot assure shareholders and potential purchasers of the Company’s securities that actual results will be consistent with such cash flow index, as there may be other factors that cause results not to be as anticipated, estimated or intended, and neither the Company nor any other person accepts responsibility for the accuracy or completeness of any such cash flow index. Except as required by law, the Company neither undertakes nor undertakes any obligation to update or revise any such financial indicators contained herein to reflect new events or circumstances. Unless otherwise indicated, this document has been prepared based on information available up to the date of this document. Accordingly, you should not place undue reliance on FLI, or the information contained herein.
Furthermore, if one or more risks, uncertainties or other factors materialize, or if underlying assumptions prove incorrect, actual results may differ materially from those described in the FLI.
The assumptions upon which FLI is based include, but are not limited to, the following: the results of exploration activities, the Company’s financial position and general economic conditions; the ability of exploration activities to accurately predict mineralization; Accuracy of geological modeling. the Company’s ability to complete further exploration activities; the legality of ownership rights and real estate interests in the Company’s mineral projects; The accuracy of key assumptions, parameters or methods used for mine risk estimation and risk assessment processes; The Company’s ability to obtain the required approvals; Geological, mining and exploration technical problems; failure of equipment or processes to operate as expected; Evolution of the global economic climate; metal prices foreign exchange rates; environmental forecasts; Community and non-governmental actions; The company’s ability to secure the required financing. The risks and uncertainties relating to Wallbridge’s business are discussed in disclosure materials filed with Canadian securities regulatory authorities, which are available at www.sedarplus.ca.
Cautionary notes for US investors
Wallbridge prepares its disclosure in accordance with NI 43-101, which is different from the requirements of the SEC (“second“). The terms related to mineral properties, mineralization, mineral reserve estimates, mineral resources and economic studies used herein are defined in accordance with NI 43-101 under the guidance set forth in the CIM Definition Standards for Mineral Resources and Mineral Reserves, adopted by the Canadian Institute of Mining and Minerals and the Petroleum Board on May 19, 2014, as amended. NI 43-101 differs significantly from the disclosure requirements of the Securities and Exchange Commission (SEC) generally applicable to U.S. As such, the information provided herein regarding mineral properties, mineralization and estimates of mineral reserves and mineral resources may not be comparable to similar information reported by U.S. companies subject to reporting and disclosure requirements under the U.S. federal securities laws and the rules and regulations thereunder.
