Woulfe Mining Corp.
TSX VENTURE : WOF
OTCQX : WFEMF
FRANKFURT : OZ4

Woulfe Mining Corp.

June 06, 2012 16:01 ET

Woulfe Mining Announces $20 million Convertible Debt Offering

VANCOUVER, BRITISH COLUMBIA--(Marketwire - June 6, 2012) - Woulfe Mining Corp. ("Woulfe" or the "Company") (TSX VENTURE:WOF)(OTCQX:WFEMF)(FRANKFURT:OZ4) has arranged a brokered public offering on a commercially reasonable "best-efforts" basis of $20 million in principal amount of convertible unsecured senior debentures (the "Offering") at a price of $1,000 per debenture and having an interest rate of 10% per year, with interest payable quarterly in arrears on the last day of March, June, September and December. The debentures will mature and be repayable on June 30, 2017.

Each $1,000 principal amount of the debentures will be convertible at the option of the holder into 3,509 common shares of Woulfe, representing a conversion price of $0.285 per share.

Each $1,000 debenture shall also include 714 common share purchase warrants of the Company. Each warrant shall entitle the holder thereof to acquire one common share of the Company at a price of $0.35 per common share for a period of 24 months from the closing of the Offering.

The Offering is being made through a syndicate of agents led by Euro Pacific Canada Inc. as sole book-runner and co-led with Byron Capital Markets Ltd. (the "Agents")

The Company shall have the option to redeem up to an aggregate of $7.5 million of the debentures, on a pro-rata basis, by paying 110% of the face value plus accrued interest of the debentures redeemed.

The Company has also granted the Agents an option to distribute up to $3 million principal amount of additional debentures at a price of $1,000 per debenture to cover overallotments, exercisable in whole or in part any time up to 30 days following closing of the Offering.

The Company intends to use the net proceeds of the Offering for the ordering of long lead time capital equipment items and advancement of its mineral properties, including the Sangdong tungsten project, and for general corporate purposes. The closure of the Offering will enable the Company to maintain its momentum toward opening the Sangdong tungsten mine in South Korea as scheduled in 2013.

The Offering is subject to normal regulatory approvals, including approval of the TSX Venture Exchange.

Brian Wesson, President and CEO of the Company, commented "Securing this Offering enables the Company to maintain, if not accelerate, its aggressive business development program. Over the course of the remainder of 2012, there will be many objectives we have to deliver in order to open the Sangdong tungsten mine, and having funds available on the balance sheet ready to be deployed is a positive endorsement of our plan."

On Behalf of the Board of Directors

Woulfe Mining Corp.

Brian Wesson (FAusIMM), President, CEO and Director

About Woulfe Mining Corp.

In partnership with IMC, Woulfe is developing the Sangdong tungsten-molybdenum mine which was historically, one of the largest tungsten mines in the world and one of the few long life, high grade tungsten deposits outside of China. The Company has assembled a highly skilled, in-country, bilingual technical team and a board of directors with an outstanding track record of success.

Woulfe Mining Corp. is a TSX-V listed company.

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; failure to complete the strategic arrangement described in this release, including because of the failure to satisfy the conditions to closing of the transaction, 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.

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.

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