Wolfden Resources (WLFFF) Quote – Press Release

Upon closing of the AmAuCu Private Placement, the aggregate gross proceeds of the AmAuCu Private Placement, less 50% of the cash commission and less the full amount of the Agents’ expenses incurred up to and as of the closing date of the AmAuCu Private Placement, the corporate finance fee and certain other administrative fees, will be deposited in escrow with the Subscription Receipt Agent pending satisfaction or waiver of the Escrow Release Conditions, in accordance with the provisions of the Subscription Receipt Agreement. Unless the requisite approval is obtained pursuant to and in accordance with the terms of the Subscription Receipt Agreement, if the Escrow Release Conditions are not satisfied at or before the Escrow Release Deadline, each of the then issued and outstanding AmAuCu Subscription Receipts will be cancelled and the Subscription Receipt Agent will return to each holder of AmAuCu Subscription Receipts an amount equal to the aggregate Offering Price of the AmAuCu Subscription Receipts held by such holder plus an amount equal to the holder’s pro rata share of any interest or other income earned on the escrowed funds (less applicable withholding tax, if any). To the extent that the escrowed funds are insufficient to refund such amounts to each holder of the AmAuCu Subscription Receipts, AmAuCu shall be liable for and will contribute such amounts as are necessary to satisfy the shortfall.

It is intended that the net proceeds from the AmAuCu Private Placement will be used for the exploration and development of AmAuCu’s Corner Bay Project and Cedar Bay Project and general working capital following completion of the Qualifying Transaction.

The securities offered have not been registered under the United States Securities Act of 1933, as amended, or any state securities law, and may not be offered or sold in the United States absent registration or an exemption from such registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy in the United States nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.

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