Wolfden Closes Final Tranche of Non-Brokered Private Placement of Units
Under the Offering, the Company sold a total of 25,000,000 Units at a price of $0.08 per Unit for aggregate gross proceeds to the Company of approximately $2 million.
Each Unit was comprised of one common share of the Company (a 'Common Share') and one-half of one Common Share purchase warrant of the Company (each whole warrant, a 'Warrant'). Each Warrant entitles the holder thereof to purchase one Common Share at an exercise price of $0.12 per Common Share for a period of 24 months following closing of the final tranche 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, working capital and general corporate purposes.
The Offering remains subject to the final approval of the TSX Venture Exchange ('TSXV'). No compensation was paid in respect of the final tranche of the Offering. The securities issued pursuant to the final tranche of the Offering are subject to a four-month hold period under applicable Canadian securities laws.
Related Party Transaction
Two insiders of the Company purchased 2,500,000 Units and 1,875,000 Units under the Offering. Their participation in the Offering is considered to be 'related party transactions' within the meaning of TSXV Policy 5.9 - Protection of Minority Security Holders in Special Transactions and Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ('MI 61-101").
The Company is relying 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% of the market capitalization of the Company.
Rockland Property
The closing of the Offering will satisfy the outstanding requirements of the TSXV for the Company to proceed with the earn-in agreement (the 'Earn-In Agreement') with Evergold Corp. ('Evergold') to acquire up to a 75% interest in the Rockland Property further to the Company's news release dated February 25, 2025. As part of the first stage earn-in under the Earn-In Agreement, the Company has paid the first cash payment of US$100,000 and Evergold has issued 275,000 shares of Evergold to the underlying claim owner. The Earn-In Agreement is in good standing and the Company looks forward to commencing the drill program this month.
About Wolfden
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.
For further information please contact Ron Little, President & CEO, at (807) 624-1136.
Cautionary Statement Regarding Forward-Looking Information
This press release contains forward-looking information (within the meaning of applicable Canadian securities legislation) that involves various risks and uncertainties regarding future events, including the potential for projects to be domestic sources of ethically produced base and critical metals for the expansion of renewable energy in North America. Such forward-looking information includes statements based on current expectations involving a number of risks and uncertainties and such forward-looking statements are not guarantees of future performance of the Company, and include, without limitation, the use of the proceeds of the Offering; the timing and ability of the Company to receive necessary approvals; metal price assumptions, cash flow forecasts, permitting, land transactions, community and other regulatory approvals, and the timing and completion of exploration programs in the USA, Manitoba, New Brunswick and the respective drill results. There are numerous risks and uncertainties that could cause actual results and the Company's plans and objectives to differ materially from those expressed in the forward-looking information in this news release, including without limitation, the following risks and uncertainties: (i) risks inherent in the mining industry; (ii) regulatory and environmental risks; (iii) results of exploration activities and development of mineral properties; (iv) risks relating to the estimation of mineral resources; (v) stock market volatility and capital market fluctuations; and (vi) general market and industry conditions. Actual results and future events could differ materially from those anticipated in such information. This forward-looking information is based on estimates and opinions of management on the date hereof and is expressly qualified by this notice. Risks and uncertainties about the Company's business are more fully discussed in the Company's disclosure materials filed with the securities regulatory authorities in Canada at www.sedarplus.ca. The Company assumes no obligation to update any forward-looking information or to update the reasons why actual results could differ from such information unless required by applicable law.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
SOURCE: Wolfden Resources Corp.
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