Wolf Minerals Regulatory News (WLFE)

29 May 2012

Wolf raises AU$5.0 million from senior shareholders

Wolf Minerals Limited (the "Company"), the specialty mineral exploration and development company, is pleased to announce that it has received subscriptions for 18,518,519 shares to raise A$5 million.

Resource Capital Fund V ("RCF") and Traxys Projects LP ("Traxys"), two of the Company's major shareholders, have subscribed for 16,666,667 ordinary shares ("RCF Shares") and 1,851,852 ordinary shares ("Traxys Shares") at a price of 27 cents (17 pence) per share.

The Company will issue 4,351,852 shares under its 15% placement capacity (ASX Listing Rule 7.1) consisting of the Traxys Shares and 2,500,000 RCF Shares ("First Tranche"), increasing RCF's shareholding to 19.9%. The remaining 14,166,667 RCF Shares ("Second Tranche") will be issued subject to shareholder approval. A notice of meeting, including an independent expert's report, will be released in due course.

The subscriptions provide additional working capital as Wolf works to finalise financing arrangements for the Hemerdon Project over the coming months. Use of funds includes working capital to ensure that the company can maintain its development schedule and cover costs associated with construction of the Hemerdon link road and arranging project debt facilities.

At the time of Wolf's admission to AIM, the Company envisaged that funding to develop the Hemerdon Project would comprise a mix of debt and equity. Since that time, terms have been agreed with senior lenders for a project finance facility, and off-take partners for additional debt funding. Together, these provide a significant proportion of the capital costs outlined in the Company's Definitive Feasibility Study (published on 16 May 2011) and working capital for the Hemerdon Project through to the project being cash flow positive following the commencement of production in 2014.

Wolf Minerals' Managing Director Humphrey Hale said: "We welcome the continued support of RCF and Traxys in this turbulent market. Wolf values the strong working relationship it has with its senior shareholders and looks forward to their ongoing support as we work to bring the Hemerdon project into production as a world class source of tungsten supply."

As RCF is a Substantial Shareholder in the Company, pursuant to AIM Rule 13, RCF's subscription is deemed to be a related party transaction. The Company's board of directors (excluding Chris Corbett, who is a representative of RCF (the "Independent Board")) considers, having consulted with Wolf's Nominated Adviser, Investec Bank Plc, that the terms of the subscription are fair and reasonable insofar as the shareholders of Wolf are concerned. On the basis of this advice the Independent Board has approved the Placing.

Application has been made for the admission of the First Tranche shares to trade on the AIM market of the London Stock Exchange from the 4th June 2012. Upon shareholder approval Wolf will apply for the Second Tranche shares to be admitted to the AIM market of the London stock exchange. The Traxys Shares and the RCF Shares will rank pari passu with the Company's existing Ordinary Shares.

Following the issue of the First Tranche shares the Company's total issued share capital will consist of 91,619,358 Ordinary Shares and following the issue of the Second Tranche shares the Company's total issued share capital will consist of 105,786,025 Ordinary Shares.

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