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



    Shares Issued: 88,732,878

    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 before
April 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being validly deposited under the Offer and not withdrawn.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 dated February 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, Vice
President 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 in Canada.

    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.

    %SEDAR: 00010215E




For further information:

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

Organization Profile

WOLFDEN RESOURCES INC.

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