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Enter Symbol
or Name
USA
CA



Almonty Industries Inc
Symbol AII
Shares Issued 51,861,714
Close 2015-06-26 C$ 0.68
Market Cap C$ 35,265,966
Recent Sedar Documents

Almonty to acquire Woulfe in all-share deal

2015-07-08 00:33 ET - News Release

Also News Release (C-WOF) Woulfe Mining Corp

Mr. Dennis Logan of Almonty reports

ALMONTY INDUSTRIES INC. TO ACQUIRE WOULFE MINING CORP. AND BECOME THE LEADING INTERNATIONAL TUNGSTEN COMPANY

Almonty Industries Inc. and Woulfe Mining Corp. have entered into an arrangement agreement, pursuant to which Almonty and Woulfe will proceed with a business combination in which Almonty will acquire all of the outstanding common shares of Woulfe by way of a court-approved plan of arrangement.

Transaction highlights:

  • The offer price represents a 16.7-per-cent premium to the closing price of the common shares of Woulfe on the Canadian Stock Exchange on July 6, 2015.
  • The proposed arrangement has received unanimous approval of the board of directors of Almonty (Lewis Black abstaining).
  • The proposed arrangement has received unanimous approval of the board of directors of Woulfe (Lewis Black abstaining), acting on advice of a special committee composed of four independent directors after consultation with independent financial and legal advisers.
  • The special committee's financial adviser, Jacob Securities Inc., has provided its verbal opinion that the consideration to be received by Woulfe shareholders pursuant to the terms of the arrangement is fair, from a financial point of view, to the Woulfe shareholders (other than Almonty and its affiliates).
  • The proposed arrangement delivers a premium to Woulfe shareholders and the ability to unlock value in Almonty going forward. Almonty has a proven management team with a strong record of operational success. Almonty's assets are composed of two producing mines in Australia and Spain producing more than 1,800 tonnes of tungsten per year.
  • The proposed arrangement is expected to close in early September, 2015, subject to satisfaction of certain customary conditions.
  • Pursuant to the arrangement agreement, on closing, each common share of Woulfe will be exchanged for 0.1029 of a common share of Almonty. Based on Almonty's share price on July 6, 2015, this represents total consideration of seven cents per Woulfe share and a premium of 16.7 per cent to Woulfe's closing price on July 6, 2015. Upon completion of the arrangement, Woulfe shareholders will own approximately 40.2 per cent of the combined businesses.

Mr. Black, president and chief executive officer of Almonty, commented: "This transaction represents the opportunity to combine one of the world's most promising undeveloped tungsten assets with our significant portfolio of producing assets, to create a truly global tungsten powerhouse. Almonty has already established itself as a leading producer of tungsten outside of China and premier consolidator of global tungsten assets. With the addition of Woulfe's flagship Sangdong mine, we are confident about the combined team's ability to unlock significant value from our collective assets for our combined shareholders."

Brian Howlett, chairman of the special committee of Woulfe, commented: "We consider this to be a win-win for the shareholders of both companies. For Woulfe shareholders, it provides an immediate premium valuation, enhanced liquidity and participation in the growth of the largest independent tungsten company outside of China at a time when financing our continued operations has been very challenging."

Woulfe's principal asset is the 100-per-cent-owned Sangdong tungsten/molybdenum project located in South Korea, located 187 kilometres southeast of Seoul (subject to a third party, which may purchase a 25-per-cent ownership interest in Sangdong for $35-million). The property is composed of 12 mining rights with an aggregate area of 3,173 hectares. Woulfe recently completed a 2015 resource update and feasibility study in accordance with National Instrument 43-101 (standards of disclosure for mineral projects) on the Sangdong mine, which is available on Woulfe's SEDAR profiile.

Almonty's principal assets are the producing Los Santos tungsten mine in Spain, and the producing Wolfram camp tungsten and molybdenum mine in Queensland, Australia. In addition, Almonty is working toward the commissioning of the Valtreixal tin/tungsten mine in northwestern Spain with anticipated production in 2017. Technical reports in accordance with NI 43-101 on each of Almonty's principal assets are available on Almonty's SEDAR profile.

Transaction overview

The proposed business combination transaction will be carried out by way of a plan of arrangement under the provisions of the Business Corporations Act (British Columbia). The implementation of the arrangement will be subject to approval of the TSX Venture Exchange, the approval of the Supreme Court of British Columbia and the favourable vote of shareholders of Woulfe at a special meeting, expected to be held on or before Sept. 8, 2015. To obtain the required shareholder approval, a favourable vote of 66-2/3 per cent of the votes cast at the meeting, together with minority approval in accordance with Multilateral Instrument 61-101 (protection of minority securityholders in special transactions), will be required. Pursuant to the terms of the arrangement agreement, the proposed arrangement is also subject to the satisfaction of certain closing conditions customary for transactions of this nature.

The arrangement agreement also provides for customary support and non-solicitation covenants from Woulfe (subject to standard fiduciary-out provisions that entitle Woulfe to accept a superior proposal and a five-business-day right to match in favour of Almonty). The arrangement agreement also provides for the payment of a termination fee of $770,000, representing approximately 3 per cent of the equity value of Woulfe, to Almonty if the proposed arrangement is not completed in certain specified circumstances.

The board of directors of each of Almonty and Woulfe, Mr. Black abstaining, unanimously approved the terms of the proposed arrangement and, in the case of the Woulfe board, recommends that its shareholders vote in favour of the proposed arrangement. In the case of Woulfe: (i) the special committee was formed to consider the proposed arrangement and make a recommendation to the board of directors of Woulfe; and (ii) Mr. Black declared a conflict of interest and did not participate in any discussions regarding, or approval of, the proposed arrangement. Jacob Securities was retained by the special committee to provide an independent fairness opinion and has concluded that the consideration to be received by shareholders of Woulfe (other than Almonty and its affiliates) is fair, from a financial point of view, to such shareholders. In the case of Almonty, Mr. Black declared his interest and did not vote on the approval of the proposed arrangement. Almonty owns 29,497,229 common shares in the capital of Woulfe, representing approximately 8 per cent of the issued and outstanding common shares, and holds approximately 18.5 per cent of the issued and outstanding common shares of Woulfe on a partially diluted basis.

The directors and senior officers of Woulfe have entered into customary voting support agreements pursuant to which, among other things, they have agreed to vote their common shares of Woulfe (representing approximately 0.16 per cent of the outstanding common shares of Woulfe) in favour of the proposed arrangement.

The number of Almonty shares to be issued will be approximately 34,828,500, based on Woulfe's currently outstanding common shares. Under the plan of arrangement, upon closing, all outstanding Woulfe options will be exchanged for Almonty options. All Woulfe warrants and debentures will remain outstanding in accordance with their terms.

The terms and conditions for the arrangement agreement will be summarized in Woulfe's management information circular, which is expected to be filed on SEDAR and mailed to shareholders of Woulfe in early August, 2015. If the arrangement is approved by shareholders of Woulfe, it is anticipated that the arrangement will be completed in early September, 2015.

Copies of the arrangement agreement and certain related documents will be filed with the Canadian securities regulators and will be available on the SEDAR website. The Woulfe management information circular will also be available at SEDAR.

This announcement is for informational purposes only and does not constitute an offer to purchase, a solicitation of an offer to sell shares or a solicitation of a proxy.

Advisers

Almonty's legal adviser in Canada is Wildeboer Dellelce LLP, Osler, Hoskin & Harcourt LLP in the United States and Kim & Chang in Korea, and Almonty's financial adviser is Dundee Securities Ltd. Woulfe's legal advisers are Armstrong Simpson Legal Counsel in Canada and Lee International IP & Law Group in Korea. Cassels Brock & Blackwell LLP acts as independent legal advisers to the special committee, and Jacob Securities acts as financial adviser to the special committee.

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