Mr. Ron Little reports
WOLFDEN ANNOUNCES $1.0M FINANCING
Wolfden Resources Corp. has arranged a non-brokered private placement financing that will consist of up to 12.5 million units of the company at a price of eight cents per unit for gross proceeds of up to $1-million.
Each unit shall comprise one common share of the company and one-half of one common share purchase warrant of the company. Each warrant shall entitle the holder thereof to purchase one common share at an exercise price of 12 cents per common share for a period of 24 months following closing of the offering.
The majority of the proceeds from the offering will be used to advance on the company's Rockland gold project in Nevada and for working capital and general corporate purposes.
The offering is expected to close on or about July 31, 2025, and is subject to approval of the TSX Venture Exchange. No compensation is expected to be paid in respect of the offering. The securities to be issued pursuant to the offering will be subject to a four-month hold period under applicable Canadian securities laws.
Related party transaction
Certain prospective investors are insiders of the company and their participation in the offering will be considered to be related party transactions within the meaning of TSX-V Policy 5.9, Protection of Minority Security Holders in Special Transactions, and Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. Unless there is an exemption, the company would be required to obtain a formal valuation and minority approval, being approval of disinterested shareholders of the company.
The company intends to rely on the exemption from a formal valuation available in Section 5.5(a) of MI 61-101 and the exemption from minority approval available in Section 5.7(a) of MI 61-101. The company meets the requirements set out in sections 5.5(a) and 5.7(a) of MI 61-101 because the fair market value of the securities being distributed to insiders and the aggregate value of the common shares to be distributed under the offering are each less than 25 per cent of the market capitalization of the company.
About Wolfden Resources Corp.
Wolfden is a North American exploration and development company focused on high-margin metallic mineral deposits, including precious, base and critical metals, that represent significant development projects with the potential to produce domestic supply of strategic metals.
We seek Safe Harbor.
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