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Monday, 03/19/2007 10:45:36 AM

Monday, March 19, 2007 10:45:36 AM

Post# of 1082
Wolfden Resources Inc. and Zinifex Limited enter into Support Agreement; Zinifex to offer $3.81 per share

09:00 EDT Monday, March 19, 2007

Shares Issued: 88,732,878

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TORONTO, March 19 /CNW/ - Wolfden Resources Inc. (TSX:WLF) announced today that it and Zinifex Limited ("Zinifex") have entered into a support agreement (the "Support Agreement") in respect of Zinifex's intention to make an offer for all of the outstanding common shares of Wolfden at a cash price of$3.81 per share, including shares issued or issuable upon the exercise of Wolfden warrants and stock options (the "Offer"). Under the Support Agreement, a wholly-owned subsidiary of Zinifex (Zinifex Canadian Enterprises Inc., "ZCE") will, subject to certain conditions, make the Offer pursuant to a take-over bid circular to be mailed to Wolfden's shareholders on or beforeApril 2, 2007.

The Board of Directors of Wolfden, upon a recommendation of the special committee of the Board of Directors, has unanimously determined that the Offer is fair to Wolfden's shareholders (other than Zinifex and ZCE), that the Offer is in the best interests of Wolfden and the Shareholders, and accordingly, the Board of Directors has approved the entering into of the Support Agreement and recommends that Wolfden's shareholders (other than Zinifex and ZCE) accept the Offer. The special committee and the Board of Directors have received the verbal opinion of BMO Capital Markets that the consideration to be provided under the Offer is fair from a financial point of view to such shareholders. Each member of the Board of Directors and each of Wolfden's senior officers has entered into a lock-up agreement in respect of the Offer.

The Offer will be open for acceptance for a period of not less than 36 days and will be conditional upon, among other things, more than 66 2/3% of the outstanding common shares of Wolfden (calculated on a fully-diluted basis) being validly deposited under the Offer and not withdrawn. As described in Wolfden's press release datedFebruary 19, 2007 in respect of the non-binding and conditional letter of interest that Wolfden had received from Zinifex, the Offer will also be subject to, among others, the condition that Ewan S. Downie, President and Chief Executive Officer, Steven J. Filipovic, VicePresident Finance, and John Begeman , Chief Operating Officer entering into employment agreements with Zinifex. In addition, the Offer will be subject to certain other customary conditions, including the absence of any material adverse change, the obtaining of any relevant regulatory approvals and the absence of any adverse litigation, proceeding or legal prohibition in respect of the Offer.

The Support Agreement provides, subject to its terms, that the Board of Directors of Wolfden will issue a directors' circular, to be provided with Zinifex's take-over bid circular, which will contain the above recommendation to shareholders, together with a copy of the written fairness opinion prepared by BMO Capital Markets. The Support Agreement terms and conditions also provide for, among other things, a break fee provision in the amount of $11 million and the requirement that Wolfden not solicit competing offers and notify Zinifex of the receipt of any alternative proposals from third parties, together with a right of Zinifex to match any such proposal.

Inmet Mining Corporation and Goldcorp Inc. have also entered into lock-up agreements to tender, subject to the terms of such agreements, 13,500,000 and 6,000,000 common shares to the Offer, respectively. Together with the shares held by or issuable to the directors and senior offices of Wolfden, Zinifex has lock-up agreements in respect of approximately 27% of the shares of Wolfden (on a fully-diluted basis).

Wolfden is a Canadian-based mineral exploration and development company with a diversified portfolio of advanced stage properties and several ongoing exploration programs inCanada.

This release does not constitute an offer to purchase or a solicitation of an offer to sell securities. Shareholders should carefully review the take-over bid circular and the directors' circular when available because they will contain important information, including full details of the Offer and its terms and conditions.

Some of the statements contained in this press release are forward-looking statements. Forward-looking statements are not historical facts and are subject to a number of risks and uncertainties beyond the Wolfden's control, and may include statements regarding resource estimates, potential mineralization, exploration results, completion of work programs and studies, and future plans and objectives. Resource exploration, development and operations are highly speculative, characterized by a number of significant risks, which even a combination of careful evaluation, experience and knowledge may not eliminate, including, among other things, unprofitable efforts resulting not only from the failure to discover mineral resources but from finding mineral deposits which, though present, are insufficient in quantity and quality to return a profit from production. There can be no assurance that such statements will prove to be accurate and actual results could differ materially from those suggested by any forward-looking statements.

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For further information: Ewan Downie, President & CEO Phone: (807) 346-1668, Fax: (807) 345-0284, e-mail: Info@wolfdenresources.com, Web Site: www.wolfdenresources.com

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