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.
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