Portfolio News
| July 22, 2010 Woulfe Mining Shareholders Rights Plan to be Implemented at Annual General Meeting | |
| Woulfe Mining Corp. (TSX-V: WOF) ("Woulfe" or the "Company") advises that, subject to shareholder approval at the Annual General Meeting to be tentatively scheduled in late November, 2010 and the approval of the TSX Venture Exchange, a shareholders' rights plan (the "Rights Plan") will be implemented. The Rights Plan is designed to encourage the fair treatment of shareholders in the event of any take-over offer for the Company. The Rights Plan will provide the Board and the shareholders with more time than the 35 days provided by statute, to fully consider any unsolicited take-over bid for the Company without undue pressure, and allow the Board to pursue, if appropriate, other alternatives to maximize shareholder value and to allow additional time for competing bids to emerge. "We are still in the early stages of developing our mineral properties," notes Brian Wesson, Woulfe's president and CEO. "We firmly believe that the value of our mineral properties, especially the Sangdong property, could far exceed the current, relatively small market capitalization of our company. To protect and maximize the value held by our stakeholders we are implementing a shareholders' rights plan." Under the Rights Plan, a bidder making a Permitted Bid (as defined in the Rights Plan) for the common shares of the Company may not take up any shares before the close of business on the 60th day after the date of the bid and unless at least 50% of the Company's common shares not beneficially owned by the person making the bid and certain related parties are deposited, in which case the bid must be extended for 10 business days on the same terms to allow other shareholders to deposit to the bid. The Rights Plan will encourage an offeror to proceed by way of Permitted Bid or to approach the Board with a view to negotiation by creating the potential for substantial dilution of the offeror's position if a non-Permitted Bid is attempted. The Permitted Bid provisions of the Rights Plan are designed to ensure that, in any take-over bid, all shareholders are treated equally, receive the maximum available value for their investment and are given adequate time to properly assess the bid on a fully informed basis. The Rights Plan is not being proposed in response to, or in anticipation of, any acquisition or take-over offer and is not intended to prevent a take-over of the Company, to secure continuance of current management or the directors in office or to deter fair offers for the common shares of the Company. The Rights Plan does not affect in any way the financial condition of the Company. The initial issuance of the rights pursuant to the Rights Plan is not dilutive and will not affect reported earnings per share or cash flow per share until the rights separate from the underlying common shares and become exercisable. The Rights Plan is subject to the approval of TSX Venture Exchange and the approval of the shareholders. Shareholders should refer to the Information Circular for the Annual General Meeting when available for further details. About Woulfe Mining Corp. Woulfe Mining Corp. is a TSX-V listed company with a diversified portfolio of mining licenses for tungsten, molybdenum, gold, base metals, uranium and vanadium in South Korea. The Company's current projects include the Sangdong tungsten-molybdenum mine, historically, one of the largest tungsten mines in the world; the Muguk gold-silver mine, formerly South Korea's largest gold producing mine, as well as a number of other properties with significant known mineralization and excellent regional potential. Woulfe has high expectations for near-term, low-cost production. The Company has assembled a highly skilled, in country, bilingual Technical Team and a Board of Directors with an outstanding track record of success. On Behalf of the Board of Directors Woulfe Mining Corp. "Brian Wesson" Brian Wesson President, CEO and Director "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." For further information, please contact Woulfe Mining Corp. Ms. Amelia Wesson Director, Vice President Administration and Investor Relations Tel.: 6141-602-7449 Amelia.w@woulfe.com.au or Nick Smith NSmith@nicolastreetcapital.com Tel.: (415) 829-7865 NSmith@nicolastreetcapital.com Or info@woulfe.com.au www.woulfemining.com 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; 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. | |
