Wolfden Announces Upsize of Non-Brokered Private Placement of Units for Gross Proceeds of up to $2.0 Million
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Wolfden Announces Upsize of Non-Brokered Private Placement of Units
for Gross Proceeds of up to $2.0 Million
TORONTO, ONTARIO, July 24, 2025 – Wolfden Resources Corporation (WLF.V) (“Wolfden” or the “Company”) is
pleased to announce that as a result of strong investor demand, the Company has increased the size of its previously
announced non-brokered private placement (the "Offering") from aggregate gross proceeds of up to $1.0 million to
aggregate gross proceeds of up to $2.0 million. The upsized Offering is comprised of the sale of up to 25,000,000 units
of the Company ("Units") at a price of $0.08 per Unit.
Each Unit shall be 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 shall entitle 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 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 is expected to close on or about July 31, 2025 and is subject to approval of the TSX Venture Exchange
("TSXV"). 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 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"). 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) a nd 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 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 , statements relating to the
completion of the Offering, the use of the proceeds of the Offering, the timing and ability of the Company to complete 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
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release, including without limitation, the following risks and uncertainties: (i) risks relating to the inability of the Company to complete
the Offering on the terms proposed or at all, (ii) risks inherent in the mining industry; (ii i) regulatory and environmental risks; (i v)
results of exploration activities and development of mineral properties; (v) risks relating to the estimation of mineral resources; (vi)
stock market volatility and capital market fluctuations; and (vi i) general market and industry co nditions. 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. R isks 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.