Arizona Tribune - Wolfden Announces Upsize of Non-Brokered Private Placement of Units for Gross Proceeds of up to $2.0 Million

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) 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 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 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; (iii) regulatory and environmental risks; (iv) 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 (vii) 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.

View the original press release on ACCESS Newswire

D.Johnson--AT