Wallbridge Participates in NorthX Nickel Private Placement

TORONTO, May 14, 2024 (GLOBE NEWSWIRE) -- Wallbridge Mining Company Limited (TSX: WM, OTCQB: WLBMF) (“Wallbridge” or the “Company”) announced today that it has acquired 1,487,500 units (each, a “Unit”) of NorthX Nickel Corp. (formerly Archer Exploration Corp.) (“Archer”) (CSE:NIX) (“NorthX”) at a price of $0.24 per Unit for a total purchase price of $357,000, by way of non-brokered private placement (the “Offering”).

Each Unit is comprised of one common share (each, a “Common Share”) and one common share purchase warrant of NorthX (each, a “Warrant”). Each Warrant entitles the holder thereof to acquire one Common Share at a price of $0.36 at any time during the 36-month period following the closing of the Offering. The Warrants are subject to an accelerated expiry date, which comes into effect after November 3, 2024 if the closing price of the Common Shares on the Canadian Securities Exchange is equal to or greater than $0.72 for a period of 10 consecutive trading days (the “Acceleration Event”). If the Acceleration Event occurs, NorthX may provide an expiry acceleration notice (the “Notice”) to Warrant holders and the expiry date of the Warrants will be deemed to be 30 days from the date of the Notice.

Immediately prior to the closing of the Offering, Wallbridge owned 3,007,293 Common Shares, which represented 15.84% of the issued and outstanding Common Shares on a non-diluted basis. Following the Offering, Wallbridge owns 4,494,793 Common Shares and 1,487,500 Warrants, representing 15.79% of the issued and outstanding Common Shares on a non-diluted basis and 19.98% of the issued and outstanding Common Shares on a partially diluted basis, assuming the exercise of the Warrants.

On July 12, 2022, Wallbridge entered into an asset purchase agreement with Archer, pursuant to which the Company received common shares of Archer as part of the consideration for the disposition of its portfolio of nickel assets (the “Transaction”). As part of the Transaction, Wallbridge entered into an investor rights agreement (the “IRA”). Pursuant to the IRA, Wallbridge has the right to nominate two (2) candidates for election as directors of NorthX so long as it maintains ownership of at least 10% of the issued and outstanding Common Shares on a partially-diluted basis, as calculated in accordance with the IRA. The IRA also provides the acquiror: (i) a pro rata pre-emptive right, (ii) top-up rights, and (iii) a standard piggyback registration right subject to underwriter cutback, so long as Wallbridge holds at least 10% of the issued and outstanding Common Shares on a partially diluted basis, as calculated in accordance with the IRA.