20:47:40 EDT Fri 03 May 2024
Enter Symbol
or Name
USA
CA



Woulfe Mining Corp
Symbol WOF
Shares Issued 335,773,583
Close 2013-02-01 C$ 0.235
Market Cap C$ 78,906,792
Recent Sedar Documents

Woulfe names Goodman as director, arranges financing

2013-02-04 08:49 ET - News Release

Mr. Brian Wesson reports

WOULFE ANNOUNCES $10 MILLION CONVERTIBLE DEBT OFFERING; APPOINTS NED GOODMAN TO BOARD OF DIRECTORS

Woulfe Mining Corp. has appointed Ned Goodman to the board of directors.

Mr. Goodman is president and chief executive officer of Dundee Corp. and president and chief executive officer of Goodman Investment Counsel Inc. He is a geologist, a chartered financial analyst, a member of the Canadian Mining Hall of Fame, and is widely recognized as one of Canada's most prominent and successful mining sector financiers.

The company is also pleased to announce it has engaged Dundee Securities Ltd. as agent to sell on a reasonable commercial-efforts basis up to $10-million in principal amount of convertible unsecured subordinated debentures at a price of $1,000 per debenture. The debentures will have an interest rate of 10 per cent per year, payable semi-annually in arrears on the last day of June and December. The company will have the option to satisfy its interest payment obligations to pay interest by delivering sufficient common shares of the company to the trustee for the debentures at the market price at the time of settlement. The debentures will mature and be repayable on Dec. 31, 2017.

Each $1,000 principal amount of the debentures will be convertible at the option of the holder into 3,448.2759 units of Woulfe, representing a conversion price of 29 cents per unit. Each unit will comprise one common share and one-half of one share purchase warrant. Each whole warrant will entitle the holder to acquire one common share of the company at a price of 29 cents per share for a period of 24 months following the closing of the offering.

The company has granted to Dundee an option to offer up to an additional 15 per cent of the offering, being $1.5-million in principal amount of debentures, at the issue price, exercisable in whole or in part at any time up to 48 hours prior to the closing date for the offering.

The company has agreed to pay Dundee a commission of 6.0 per cent of the gross proceeds from the sale of the debentures forming the offering and to issue warrants equal to 6.0 per cent of the principal amount of debentures issued in the offering. The agent's warrants will entitle the holder, on exercise, to acquire 6.0 per cent of the principal amount of the debentures sold at the issue price for a period of 24 months following the closing of the offering.

The company shall have the option to redeem the debentures after Dec. 31, 2015, provided that the weighted-average closing price of the company's common shares during the 20 consecutive trading days ending five trading days preceding the date on which a notice of redemption is given is not less than 130 per cent of the conversion price, by delivering that number of common shares as is equal to dividing each $1,000 of principal amount of debentures by 95 per cent of the weighted-average closing price of the company's common shares during the 20 consecutive trading days ending five trading days preceding the date fixed for redemption or the maturity date, as the case may be, with any accrued or unpaid interest payable in cash.

The company intends to use the net proceeds of the offering for the repayment of short-term debt and for general corporate purposes. The offering is subject to normal regulatory approvals, including approval of the TSX Venture Exchange.

Dundee owns, directly or indirectly, approximately 11.86 per cent of the outstanding common shares of the company on undiluted basis and 14.41 per cent of the outstanding common shares of the company on a partially diluted basis.

We seek Safe Harbor.

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