Woulfe Mining Arranges $350,000 Unsecured Convertible Loan
22 Enero 2014 - 5:43PM
Marketwired
Woulfe Mining Arranges $350,000 Unsecured Convertible Loan
VANCOUVER, BRITISH COLUMBIA--(Marketwired - Jan 22, 2014) -
Woulfe Mining Corp. ("Woulfe" or the "Company")
(TSX-VENTURE:WOF)(OTCQX:WFEMF)(FRANKFURT:OZ4) announces that Dundee
Corporation ("Dundee") has agreed to lend $350,000 to the Company
(the "Loan"). The Loan will be unsecured and bear interest at a
rate of 12% per annum compounded annually, maturing on the date
which is one year from advancement. The principal of the Loan shall
be convertible, during the Loan term, at the option of Dundee, into
units (each a "Unit") at a price of $0.115 per Unit. Each Unit will
consist of one common share and one share purchase warrant,
exercisable at $0.12 per share for a period of the lesser of (i)
five years from the date the Loan is advanced and (ii) 36 months
following the date of conversion.
At the option of either of Woulfe or Dundee, interest payable
upon the Loan may be convertible into units (each an "Interest
Unit") at a conversion price equal to the Market Price (as defined
in the TSX Venture Exchange Corporate Finance Manual) of the
Company's common shares on the interest conversion date (the
"Interest Conversion Price"). Each Interest Unit will comprise one
common share and one share purchase warrant (each an "Interest
Warrant"). Each Interest Warrant will entitle the holder to acquire
one additional common share at the Interest Conversion Price for a
period of the lesser of (i) five years following the date the Loan
is advanced and (ii) 36 months from the date of conversion.
The Loan is subject to the approval of the TSX Venture
Exchange.
The Loan will constitute a related party transaction under
Multilateral Instrument 61-101 ("MI 61-101") as Dundee Corporation
is a significant shareholder of the Company holding 53,317,500
common shares, representing 15.28% of the Company's outstanding
shares. Dundee also holds 21,057,500 warrants of the Company, which
if exercised, when added to Dundee's existing shareholdings, would
represent 20.22% of the Company's common shares on a partially
diluted basis.
The Company has determined that distribution of an information
circular to shareholders, preparation and distribution of a formal
valuation and seeking of shareholder approval of the loan is not
necessary under MI 61-101 (including TSX-V policy 5.9 which
incorporates such policy by reference) as the Company intends to
rely on the exemptions found in sections 5.5(1)(a) and 5.7(1)(a) of
MI 61-101. The aggregate principal amount of the Loan represents
less than 1% of the Company's market capitalization.
All of the disinterested directors of the Company, being all of
the directors other than Mr. Ned Goodman, approved the Loan.
On Behalf of the Board of Directors
Woulfe Mining Corp.
Hubert Marleau, Interim Chief Executive Officer and Director
About Woulfe Mining Corp. Woulfe Mining Corp., through its
wholly-owned subsidiary, Sangdong Mining Corporation, is dedicated
to developing the Sangdong tungsten-molybdenum mine which was
historically one of the largest tungsten mines in the world and one
of the few long life, high-grade tungsten deposits located outside
of China.
Woulfe Mining Corp. is a TSX-V listed company.
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.
Woulfe Mining Corp.Hubert MarleauInterim Chief Executive Officer
and Director1-343-370-1943+1 604 684
6242hmarleau1@gmail.comwww.woulfemining.com
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