Wolfden Announces Update to $2.7M Financing

Mining Update

Thunder Bay – Mining – Wolfden Resources Corporation(WLF.V) (“Wolfden” or the “Company”) announces an update to its non-brokered private placement financing previously announced on November 28, 2022. The proposed private placement will now consist of up to 12,857,142 common shares of the Company (“Common Shares“) issued at a price of C$0.21 per Common Share for gross proceeds of up to $2.7 million (the “Offering“).

As previously disclosed, the majority of the proceeds from the Offering will be used to continue exploration and development of the Company’s 100%-owned Pickett Mountain high-grade polymetallic deposit in Maine, USA.

The Offering is expected to close in multiple tranches on or about December 30, 2022 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 there participation in the Offering will be considered to be “related party transactions” within the meaning of TSXV Policy 5.9 and Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101“). 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 in 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.

About Wolfden

Wolfden is an exploration and development company focused on high-margin metallic mineral deposits including base, precious and strategic metals.  Its wholly owned Pickett Mountain Project is one of the highest-grade polymetallic projects in North America (Zn, Pb, Cu, Ag, Au) and its two nickel sulphide deposits in Manitoba represent significant development projects with the potential to support the growing battery and EV markets.

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