Wolfden Resources (WLFFF) Quote – Press Release

As the proposed Qualifying Transaction is not a “Non-Arm’s Length Qualifying Transaction” (within the meaning of Policy 2.4 of the Exchange), the Amalgamation does not require approval of the shareholders of ChaiNode (the ” ChaiNode Shareholders “). However, the Consolidation, the Name Change and the Continuance will require the approval of ChaiNode Shareholders by special resolution at an annual and special meeting of ChaiNode Shareholders (the ” ChaiNode Meeting “) to be held on August 21, 2019, prior to the completion of the proposed Qualifying Transaction. Further details with respect to the matters to be approved at the ChaiNode Meeting are contained in the information circular prepared in connection with ChaiNode Meeting which is available for review on ChaiNode’s SEDAR profile at www.sedar.com[1] .

Upon completion of the Qualifying Transaction, it is expected that ChaiNode will be a Tier 2 mining issuer pursuant to the policies of the Exchange.

Based on the number of AmAuCu Shares outstanding as of the date hereof, and assuming the exchange of each AmAuCu Subscription Receipt (as defined below) for one AmAuCu Share and one-half of one common share purchase warrant of AmAuCu prior to the Amalgamation, there would be a minimum of approximately 23,902,390 post-Consolidation ChaiNode Shares and a maximum of approximately 27,079,652 post-Consolidation ChaiNode Shares outstanding upon completion of the Qualifying Transaction, on a non-diluted basis, assuming that the Agents’ Option (as defined below) has not been exercised. On completion of the Qualifying Transaction, the current ChaiNode Shareholders would hold an aggregate of approximately 833,333 post-Consolidation ChaiNode Shares, representing approximately 3.49% of the minimum number of post-Consolidation ChaiNode Shares and approximately 3.08% of the maximum number of post-Consolidation ChaiNode Shares, the current shareholders of AmAuCu (the ” AmAuCu Shareholders “) would hold an aggregate of 19,222,857 post-Consolidation ChaiNode Shares, representing approximately 80.42% of the minimum number of post-Consolidation ChaiNode Shares and approximately 70.99% of the maximum number of post-Consolidation ChaiNode Shares, and investors in the AmAuCu Private Placement (as defined below) would hold an aggregate of a minimum of approximately 3,846,200 post-Consolidation ChaiNode Shares and a maximum of approximately 7,023,462 post-Consolidation ChaiNode Shares, representing approximately 16.09% of the minimum number of post-Consolidation ChaiNode Shares and approximately 25.94% of the maximum number of post-Consolidation ChaiNode Shares, in each case assuming that the Agents’ Option (as defined below) has not been exercised.

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