Wolfden announces non-brokered flow-through private placement of up to $1,015,000

THUNDER BAY, ON, Nov. 27, 2014 /CNW/ - Wolfden Resources Corp. (WLF:TSX-V) ("Wolfden" or the "Company") is pleased to announce that it intends to complete a non-brokered private placement (the "Offering") of up to 4,600,000 flow-through units (the "Flow-Through Units") at a price of $0.22 per Flow-Through Unit for gross proceeds of up to $1,015,000. Each Flow-Through Unit will consist of one common share of the Company that is a "flow through share" within the meaning in the Income Tax Act (Canada) and one-half of one common share purchase warrant (each whole warrant a "Warrant"). Each such Warrant will entitle the holder to purchase one common share of the Company at a price of $0.30 per common share for a period of 24 months from the closing date of the Offering. The Company may, in its sole discretion, increase the size of the Offering by up to 20% for up to an additional 920,000 Flow-Through Units. In connection with the Offering, the Company may pay finders' fees to certain arm's length parties in accordance with the rules of the TSX Venture Exchange (the "TSXV") in consideration for their efforts in introducing subscribers to the Company.

The securities to be issued under this Offering will be offered by way of private placement in the provinces of British Columbia, Alberta and Ontario and such other provinces or territories of Canada as may be determined by the Company, in each case, pursuant to applicable exemptions from the prospectus requirements under applicable securities laws. Securities issued under the Offering will be subject to a four-month hold period which will expire four months and one day from the date of closing of the Offering.

Closing of the Offering is anticipated to occur on or before December 19^th, 2014. The Offering is subject to acceptance by the TSXV and other customary conditions for a transaction of this nature.

The proceeds from the Offering will be used for exploration activities on the Company's Canadian mineral exploration projects.

This press release contains forward-looking information that involves various risks and uncertainties regarding future events. Such forward-looking information includes statements about use of proceeds of the Offering and other terms of the Offering, the anticipated closing date of the Offering, spending commitments, future operations, future work programs and objectives. Forward-looking information is based on the opinions and estimates of management that, which considered reasonable, are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking information. Such risks and uncertainties include, but are not limited to, risks associated with the mining industry, the risk of commodity price and foreign exchange rate fluctuations, the ability of the Company to fund the capital and operating expenses necessary to achieve the business objectives of the Company, as well as those risks described in public disclosure documents filed by the Company. Due to the risks, uncertainties and assumptions inherent in forward-looking information, prospective investors in securities of the Company should not place undue reliance on such forward-looking information. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by law.

Neither the 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.

SOURCE Wolfden Resources Corp.