Wolfden Resources (WLFFF) Quote – Press Release

AmAuCu Private Placement

Prior to the completion of the Qualifying Transaction, AmAuCu is expected to complete a brokered private placement through Canaccord Genuity Corp. and BMO Nesbitt Burns Inc., as agents (the ” Agents “), of a minimum of 3,846,200 subscription receipts (” AmAuCu Subscription Receipts “) and a maximum of 7,023,462 AmAuCu Subscription Receipts at a price of $1.30 per AmAuCu Subscription Receipt (the ” Offering Price “) for aggregate gross proceeds to AmAuCu of a minimum of $5,000,060 and a maximum of $9,130,500, plus up to an additional 15% of the number of AmAuCu Subscription Receipts issuable under the private placement pursuant to an option (the ” Agents’ Option “) granted to the Agents (the ” AmAuCu Private Placement “).

The AmAuCu Subscription Receipts will be created and issued pursuant to the terms of a subscription receipt agreement (the ” Subscription Receipt Agreement “) between Computershare Trust Company of Canada, as subscription receipt agent (the ” Subscription Receipt Agent “), AmAuCu, ChaiNode and the Agents. Each AmAuCu Subscription Receipt will be automatically converted, without payment of additional consideration or further action by the holder thereof, into one unit comprised of one AmAuCu Share and one-half of one common share purchase warrant of AmAuCu (each whole common share purchase warrant, an ” AmAuCu Warrant “), subject to adjustment in certain events, immediately before the completion of the Qualifying Transaction upon the satisfaction or waiver of the Escrow Release Conditions (as defined in the Subscription Receipt Agreement) at or before 5:00 p.m. (Vancouver time) on October 31, 2019 (the ” Escrow Release Deadline “). Each AmAuCu Warrant will entitle the holder thereof to acquire one AmAuCu Share at a price of $1.95 per AmAuCu Share at any time on or before the date which is 24 months after the closing date of the AmAuCu Private Placement, subject to adjustment in certain events.

In consideration for their services in connection with the AmAuCu Private Placement, AmAuCu is required to pay the Agents a cash commission equal to 7.0% of the aggregate gross proceeds from the sale of the AmAuCu Subscription Receipts, 50% of which commission will be paid on the closing date of the AmAuCu Private Placement and the remaining 50% of which commission will be deposited in escrow. As additional consideration for the services of the Agents, the Agents will be granted non-transferable broker warrants of AmAuCu (the ” AmAuCu Broker Warrants “) equal to 7% of the aggregate number of AmAuCu Subscription Receipts issued, including those AmAuCu Subscription Receipts issued in respect of the Agents’ Option. Each AmAuCu Broker Warrant is exercisable to acquire one AmAuCu Share at a price of $1.30 per AmAuCu Share at any time on or before the date which is 24 months after the date of closing of the Qualifying Transaction. A reduced cash commission is payable and a reduced number of AmAuCu Broker Warrants are issuable in respect of the sale of AmAuCu Subscription Receipts to purchasers identified by AmAuCu to the Agents.

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