Woulfe Mining Corp WFEMF

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Woulfe to lend $1.14-million to private company

2011-12-12 19:16 ET - News Release


Mr. Brian Wesson reports
WOULFE MINING: LOAN TO A RELATED PARTY
Woulfe Mining Corp. has approved the short-term lending of $1.14-million to a private company owned and controlled by two directors of the company, being Brian and Amelia Wesson, for the purposes of exercising warrants held in the company due to expire on Dec. 17, 2011. The loan is due for repayment in full not later than June 1, 2012, and is secured with a promissory note and a general security agreement over the assets of the borrower and bears interest at prime plus 5 per cent per annum, which terms the board of directors has concluded constitutes reasonable commercial terms that are not less advantageous to the company if the loan were made to a person dealing at arm's length with the company.
As Mr. Wesson is president, chief executive officer and a director of the company and Ms. Wesson is a director of the company, the loan is a related-party transaction within the meaning of Multilateral Instrument 61-101 (incorporated by reference into TSX Venture Exchange Policy 5.9). As a related-party transaction, the following additional disclosures are provided (following the listing of disclosures in Section 5.2 of MI 61-101).
The review and approval process that has been adopted by the directors for this transaction is as follows:
The independent members of the board of directors of the company approved the borrowing of the funds.
The company has determined that distribution of an information circular to shareholders, preparation and distribution of a formal valuation, and seeking of shareholder approval of the loan are not necessary under MI 61-101 (including TSX Venture Exchange's Policy 5.9, which incorporates such policy by reference) because:
The transaction being a simple loan transaction (with no securities being issued) does not fall within the types of transactions listed in paragraphs of (a) to (g) of the definition of related-party transaction for which MI 61-101 would require a formal valuation.
The transaction being a loan for an amount representing 2 per cent of the market capitalization of the company, the loan transaction falls with an exemption to the minority approval requirements described in Section 5.7 (1) (a) of MI 61-101.
The disinterested directors of Woulfe (that is, those other than Mr. and Ms. Wesson) have all approved the transactions.
We seek Safe Harbor.