03:47:19 EDT Sat 20 Apr 2024
Enter Symbol
or Name
USA
CA



Almonty Industries Inc
Symbol AII
Shares Issued 51,722,214
Close 2015-09-03 C$ 0.81
Market Cap C$ 41,894,993
Recent Sedar Documents

Almonty to raise $7.78M; completes Woulfe acquisition

2015-09-11 06:51 ET - News Release

Mr. Lewis Black reports

ALMONTY INDUSTRIES INC. COMPLETES ACQUISITION OF WOULFE MINING CORP. AND ANNOUNCES FINANCING TRANSACTIONS OF $7.78 MILLION

Almonty Industries Inc. has completed its acquisition of Woulfe Mining Corp. by acquiring all of the outstanding shares of Woulfe pursuant to an arrangement under the Business Corporations Act (British Columbia) (BCBCA). The transaction was previously approved by Woulfe shareholders in accordance with the requirements of the BCBCA and was subsequently approved by the Supreme Court of British Columbia. It is expected that the common shares of Woulfe will be delisted from the Canadian Securities Exchange at the close of business on or about Sept. 14, 2015. Under the arrangement, each Woulfe common share has been exchanged for 0.1029 of one Almonty common share. Registered Woulfe shareholders should follow the instructions in Woulfe's management information circular dated July 28, 2015, in order to obtain certificates representing their Almonty common shares due to them under the arrangement. Almonty has issued an aggregate of 34,806,205 Almonty common shares in connection with the arrangement.

Lewis Black, president and chief executive officer of Almonty, said: "We are pleased to have reached this milestone and continue to believe that the marriage of Woulfe's flagship Sangdong tungsten project to Almonty's existing portfolio of producing assets will benefit all of Almonty's shareholders. This acquisition furthers our goal of becoming the leading producer of tungsten concentrate outside of China with assets located in secure, mining-friendly jurisdictions. The merger provides investors with an ideal way to gain broader exposure to the tungsten sector and strategically positions the company to benefit from the expected upturn in the commodity price."

Almonty also announces that it intends to complete a non-brokered private placement of a secured convertible debenture in the principal amount of $4-million, a non-brokered private placement of 2.1 million common shares at a price of 80 cents per share for aggregate gross proceeds of $1.68-million as well as complete an unsecured bridge financing of $2.1-million, for combined total gross proceeds of $7.78-million.

The secured convertible debenture will be issued to Deutsche Rohstoff AG (DRAG), an existing shareholder of Almonty, and will mature on the date that is two years following the closing of the debenture offering, subject to accelerated maturity in the event of the acquisition of Almonty, and will bear interest at a rate of 5 per cent per annum, payable semi-annually in arrears on Jan. 1 and July 1 in each year and at the maturity date. The outstanding principal amount of the debenture is convertible into common shares of Almonty at the option of the holder at a conversion price of 81 cents per share. In addition, if Almonty raises at least $22.5-million in equity capital pursuant to a subsequent offering, Almonty may, at its option, convert the outstanding principal amount of the debenture into common shares of Almonty at the conversion price. The debenture will be secured by a pledge of Almonty's shareholdings in Woulfe, which indirectly owns 100 per cent of the Sangdong mine in the Republic of South Korea. For so long as DRAG, together with its affiliates, continues to hold not less than 10 per cent of the issued and outstanding Almonty common shares on a partially diluted basis, it shall have the right to nominate Thomas Gutschlag, the chief executive officer of DRAG, as a member of the board of directors of Almonty provided that Mr. Gutschlag remains the chief executive officer of DRAG.

The debenture offering constitutes a related-party transaction within the meaning of Multilateral Instrument 61-101. For this transaction, Almonty is relying on the exemption from the formal valuation requirements of MI 61-101 contained in Section 5.5(b) of MI 61-101 and on the exemption from the minority shareholder approval requirements of MI 61-101 contained in Section 5.7(1)(a) of MI 61-101.

The bridge loan will mature on the earlier of: the date that is two years following the closing of the bridge loan; and the date that Almonty completes a subsequent equity offering (in one or more tranches) within 12 months of the closing of the arrangement that results in gross proceeds of at least $11-million, provided that in the event that the proceeds are less than $11-million, such proportionately lesser amount of the bridge loan shall mature and be due on such date. The bridge loan bears interest at a rate of 12 per cent per annum which is payable on maturity. The debenture offering, the equity offering and the bridge loan are each expected to close on or about Sept. 14, 2015. Closing of each of the debenture offering and the equity offering is subject to the receipt of all applicable regulatory approvals, including the approval of the TSX Venture Exchange, and the satisfaction of all other customary closing conditions. All securities issued pursuant to the debenture offering and the equity offering will be subject to resale restrictions for a period of four months from the closing date. Almonty intends to use the net proceeds of the debenture offering, the equity offering and the bridge loan for general corporate purposes and/or repayment of indebtedness of a wholly owned subsidiary of Woulfe. More specifically, Almonty is currently in the process of negotiating for an extension to March 31, 2016, of the existing third party indebtedness of Sangdong Mining Corp. (in the outstanding principal amount of approximately $11.33-million) currently due on Sept. 15, 2015, subject to $5-million thereof being repaid with the proceeds of the offerings on or about Sept. 15, 2015.

We seek Safe Harbor.

© 2024 Canjex Publishing Ltd. All rights reserved.