WOF Woulfe Mining Corp.

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION
IN THE UNITED STATES

Woulfe Mining Corp. ("Woulfe" or the "Company") (TSX
VENTURE:WOF)(OTCQX:WFEMF)(FRANKFURT:OZ4) is pleased to announce it has arranged
a non-brokered private placement of up to $4.0 million in principal amount of
convertible unsecured subordinated debentures (the "Offering") at a price of
$1,000 per debenture ("Debentures") . The Debentures will have an interest rate
of 12% per year, payable monthly in arrears. The Company will have the option to
satisfy, all or a portion of its interest payment obligations by delivering to
the holder common shares of the Company at a price equal to equal to the Market
Price (as defined in the TSX Venture Exchange Corporate Finance Manual) of the
Company's common shares on the interest settlement date. The Debentures will
mature and be repayable on December 31, 2016. 


Each $1,000 principal amount of the Debentures will be convertible at the option
of the holder into 7,692 common shares (each a "Share") or 7,692 preferred
shares (each a "Preferred Share") of Woulfe, representing a conversion price of
$0.13 per Share or Preferred Share (the "Conversion Price"), as the case may be.
Each $1,000 debenture will also include 7,692 common share purchase warrants of
the Company (each a "Warrant"). Each Warrant shall entitle the holder thereof to
acquire one Share at a price of $0.13 per Share for a period of 60 months from
the closing of the Offering. 


The Preferred Shares shall have a par value of $0.13 per Preferred Share. The
Preferred Shares will also have (i) voting rights equivalent to the common
shares, (ii) priority over the common shares in relation to distribution of the
Company's assets in the event of liquidation, (iii) a right of conversion into
common shares of the Company on a one for one basis at any time; and (iv) a
fixed dividend rate of 12% of par value per annum, payable monthly. The Company
will have the option to satisfy, all or a portion of its interest payment
obligations by delivering to the Preferred Shareholder common shares of the
Company at a price equal to equal to the Market Price (as defined in the TSX
Venture Exchange Corporate Finance Manual) of the Company's common shares on the
dividend settlement date. In the event of a 'change in control' of the Company,
the holder may require the Preferred Shares be redeemed by the Company, in whole
or in part at a redemption price of $0.143 per Preferred Share, representing par
value of the Preferred Shares plus a 10% premium. The Company will, as soon as
practicable, call a shareholder meeting of the Company for the purposes of
approving the creation of the class of Preferred Shares.


The Company has agreed to pay Dundee Securities Ltd. an advisory fee of 10% of
the gross proceeds from the sale of the Debentures forming the Offering payable
in units (each a "Unit") at a price of $0.13 per Unit. Each Unit will comprise
one Share and one Warrant. 


The Company intends to use the net proceeds of the Offering for the completion
of the proposed $6 million work program on the Sangdong project as previously
announced on October 28, 2013, which will include diamond drilling to better
define the ore body on the project, as well as additional work on mine design,
mining method selection, metallurgical process design, and much de-risking of
other technical aspects of the project. The balance of the net proceeds of the
Offering will be utilized to fund the Company's working capital deficit and
budgeted general and administrative costs for 2014. The Offering is subject to
regulatory approval. 


Dundee Corporation, which owns, directly or indirectly, approximately 15.28% of
the outstanding common shares of the Company on undiluted basis and 21.51% of
the outstanding common shares of the Company on a partially diluted basis,
intends to subscribe for the full amount of the Debentures being offered. In
association with its participation in the Offering, Dundee Corporation will be
granted a right to nominate for election to the board of directors of the
Company at any meeting of shareholders where directors are to be elected, a
majority of the number of the directors, provide such nominees are acceptable to
regulatory authorities, for so long as Dundee Corporation holds a minimum of 5%
of the issued and outstanding shares of the Company. 


The participation of Dundee Corporation as a subscriber to the Offering will
constitute a related party transaction under Multilateral Instrument 61-101 ("MI
61-101"). The Company has determined that the distribution of an information
circular to shareholders, the preparation and distribution of a formal
valuation, and the seeking of shareholder approval of the loan are 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
Offering represents less than 9% of the Company's market capitalization. All of
the disinterested directors of the Company, being all of the directors other
than Ned Goodman, approved the Offering.


In other news, the Company announces that it has submitted an application to
list its common shares on the Canadian Securities Exchange upon completion of
the Offering. 


Finally, the Company confirms it has closed the $350,000 unsecured convertible
loan from Dundee Corporation as announced on January 22, 2014 (the "Loan"). The
proceeds of the Loan will be utilized for working capital for the Company. 


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. 


Forward-looking statements and forward-looking information by their nature are
based on assumptions and involve known and unknown risks, uncertainties and
other factors which may cause the actual results, performance or achievements of
the Company to be materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements or
information. We have made certain assumptions about the forward-looking
statements and information and even though our management believes that the
assumptions made and the expectations represented by such statements or
information are reasonable, there can be no assurance that the forward-looking
statement or information will prove to be accurate. Furthermore, should one or
more of the risks, uncertainties or other factors materialize, or should
underlying assumptions prove incorrect, actual results may vary materially from
those described in forward-looking statements or information. These risks,
uncertainties and other factors include, among others, the following: commodity
price volatility; discrepancies between actual and estimated production, mineral
reserves and resources and metallurgical recoveries; mining operational and
development risk; litigation risks; regulatory restrictions, including
environmental regulatory restrictions and liability; failure to complete the
strategic arrangement described in this release, including because of the
failure to satisfy the conditions to closing of the transaction, risks of
sovereign investment; currency fluctuations; speculative nature of mineral
exploration; global economic climate; dilution; share price volatility;
competition; loss of key employees; additional funding requirements. 


There can be no assurance that forward-looking statements or information will
prove to be accurate, as actual results and future events could differ
materially from those anticipated in such statements. Accordingly, you should
not place undue reliance on the forward-looking statements or information
contained herein. Except as required by law, we do not expect to update
forward-looking statements and information continually as conditions change and
you are referred to the full discussion of the Company's business contained in
the Company's reports filed with the appropriate regulatory authorities.


FOR FURTHER INFORMATION PLEASE CONTACT: 
Woulfe Mining Corp.
Mr. Marleau
1-343-370-1943
hmarleau1@gmail.com


Woulfe Mining Corp.
Administration Office
+1 604 684 6264
+1 604 684 6242 (FAX)
www.woulfemining.com

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