Thunder Bay – Mining – Wolfden Resources Corporation(WLF.V) (“Wolfden” or the “Company”) announces that is has completed a non-brokered private placement financing previously announced on December 8, 2022. The private placement consists of 10,952,310 common shares of the Company (“Common Shares”) issued at a price of C$0.21 per Common Share for gross proceeds of $2.3 million (the “Financing”).
As previously disclosed, the majority of the net proceeds from the Financing will be used to continue exploration and development of the Company’s 100%-owned Pickett Mountain high-grade polymetallic deposit in Maine, USA.
No compensation was paid in respect of the Financing. The securities that have issued pursuant to the Financing are subject to a four-month hold period under applicable Canadian securities laws that expires on April 17, 2022.
Related Party Transaction
Certain prospective investors are insiders of the Company and there participation in the Financing 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 Financing are each less than 25% of the market capitalization of the Company.