Wolfden Resources (WLFFF) Quote – Press Release

Calgary, Alberta–(Newsfile Corp. – August 19, 2019) – ChaiNode Opportunities Corp. (TSXV:CXD-P.VN) (” ChaiNode “)  is pleased to announce that, further to its news release dated May 7, 2019, it has entered into a definitive business combination agreement dated August 16, 2019 (the ” Business Combination Agreement “) with AmAuCu Mining Corporation (” AmAuCu “) in connection with the proposed business combination of ChaiNode and AmAuCu, which transaction (the ” Qualifying Transaction “) is intended to constitute ChaiNode’s “Qualifying Transaction” (within the meaning of Policy 2.4 – Capital Pool Companies of the TSX Venture Exchange (the ” Exchange “)).

The Business Combination Agreement provides for, among other things, a three-cornered amalgamation (the ” Amalgamation “) pursuant to which (i) AmAuCu will amalgamate with a wholly-owned subsidiary of ChaiNode, to be incorporated for the purposes of the Amalgamation, pursuant to the provisions of the Canada Business Corporations Act , (ii) all of the outstanding common shares of AmAuCu (each, an ” AmAuCu Share “) will be cancelled and, in consideration therefor, the holders thereof will receive post-consolidation (as described below) common shares of ChaiNode (each, a ” ChaiNode Share “) on the basis of one AmAuCu Share for one ChaiNode Share, and (iii) the amalgamated corporation will become a wholly-owned subsidiary of ChaiNode. After giving effect to the Amalgamation, the shareholders of AmAuCu will collectively exercise control over ChaiNode.

Prior to completion of the Amalgamation, it is intended that ChaiNode will effect a consolidation of the outstanding ChaiNode Shares on the basis of one post-consolidation share for every 10.8 pre-consolidation shares (the ” Consolidation “) and change its name to “Dore Copper Mining Corp.” or such other name as agreed to by ChaiNode and AmAuCu and accepted by the applicable regulatory authorities (the ” Name Change “). Following completion of the Amalgamation, ChaiNode is expected to continue under the Canada Business Corporations Act (the ” Continuance “).

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