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TORONTO & VANCOUVER, British Columbia -- (Business Wire)
Almonty Industries Inc. (“Almonty”) (TSXV:AII) and Woulfe Mining
Corp. (“Woulfe”) (CSE:WOF, Frankfurt:OZ4) are pleased to announce
that Almonty has completed its acquisition of Woulfe by acquiring all of
the outstanding shares of Woulfe pursuant to an arrangement under the Business
Corporations Act (British Columbia) (the “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 September 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 & CEO 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 $4,000,000 (the “Debenture Offering”), a non-brokered
private placement of 2,100,000 common shares at a price of $0.80 per
share for aggregate gross proceeds of $1,680,000 (the “Equity Offering”)
as well as complete an unsecured bridge financing of $2,100,000 (the “Bridge
Loan”), for combined total gross proceeds of $7,780,000.
The secured convertible debenture (the “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 annum, payable semi-annually in arrears on January 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 $0.81 per share (the “Conversion
Price”). In addition, if Almonty raises at least $22,500,000 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% 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% 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 Protection of Minority
Shareholders in Special Transactions (“MI 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: (i) the date that is two
years following the closing of the Bridge Loan; and (ii) 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 $11,000,000 (the “Proceeds”), provided that
in the event that the Proceeds are less than $11,000,000, 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 annum
which is payable on maturity. The Debenture Offering, the Equity
Offering and the Bridge Loan are each expected to close on or about
September 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 CAD$11.33 million) currently due on
September 15, 2015, subject to CAD$5.00 million thereof being repaid
with the proceeds of the offerings on or about September 15, 2015.
About Almonty Industries Inc.
The principal business of Toronto, Canada-based Almonty Industries Inc.
is the mining, processing and shipping of tungsten concentrate from its
Los Santos Mine in western Spain and its Wolfram Camp Mine in north
Queensland, Australia. The Los Santos Mine was acquired by Almonty in
September 2011 and is located approximately 50 kilometres from Salamanca
in western Spain and produces tungsten concentrate. The Wolfram Camp
Mine was acquired by Almonty in September 2014 and is located
approximately 130 km west of Cairns in northern Queensland, Australia
and produces tungsten and molybdenum concentrate. Almonty also has an
option to acquire a 100% ownership interest in the Valtreixal
tin-tungsten project in north western Spain. Further information about
Almonty’s activities may be found at www.almonty.com
and under Almonty’s profile at www.sedar.com.
About Woulfe Mining Corp.
Woulfe Mining Corp., through its wholly-owned subsidiary Sangdong Mining
Corporation, is dedicated to developing the Sangdong tungsten-molybdenum
mine which was historically one of the largest tungsten mines in the
world and one of the few long life, high-grade tungsten deposits located
outside of China. Further information about Woulfe’s activities may be
found at www.woulfemining.com
and under Woulfe’s profile at www.sedar.com.
Neither TSX Venture Exchange nor its Regulation Services Provider (as
that term is defined in policies of the TSX Venture Exchange) accepts
responsibility for the adequacy or accuracy of this release.
Disclaimer for Forward-Looking Information
When used in this press release, the words “estimate”, “project”,
“belief”, “anticipate”, “intend”, “expect”, “plan”, “predict”, “may” or
“should” and the negative of these words or such variations thereon or
comparable terminology are intended to identify forward-looking
statements and information. This press release contains forward-looking
statements and information including combining these companies.These
statements and information are based on management’s beliefs, estimates
and opinions on the date that statements are made and reflect Almonty’s
current expectations.
Forward-looking statements in this news release include, but are not
limited to, statements regarding the expected benefits to Almonty
shareholders, the expected upturn in commodity prices and becoming the
leading producer of tungsten concentrate outside of China, the
completion of the financing transactions described in this news release
and the expected use of proceeds thereof, and the successful
renegotiation of the Sangdong loan. The forward-looking statements and
information in this press release include information relating to the
intentions of management. Such statements and information reflect the
current view of Almonty with respect to risks and uncertainties that may
cause actual results to differ materially from those contemplated in
those forward-looking statements and information.By their
nature, forward-looking statements involve known and unknown risks,
uncertainties and other factors and assumptions which may cause actual
results, performance or achievements, or other future events, to be
materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements.
Investors are cautioned against attributing undue certainty to
forward-looking statements. When relying on Almonty’s forward-looking
statements and information to make decisions, investors and others
should carefully consider the foregoing factors and other uncertainties
and potential events.
Almonty has also assumed that material factors will not cause any
forward-looking statements and information to differ materially from
actual results or events. However, the list of these factors is not
exhaustive and is subject to change and there can be no assurance that
such assumptions will reflect the actual outcome of such items or
factors.
THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS PRESS RELEASE
REPRESENTS THE EXPECTATIONS OF ALMONTY AS OF THE DATE OF THIS PRESS
RELEASE AND, ACCORDINGLY, IS SUBJECT TO CHANGE AFTER SUCH DATE. READERS
SHOULD NOT PLACE UNDUE IMPORTANCE ON FORWARD-LOOKING INFORMATION AND
SHOULD NOT RELY UPON THIS INFORMATION AS OF ANY OTHER DATE. WHILE
ALMONTY MAY ELECT TO, IT DOES NOT UNDERTAKE TO UPDATE THIS INFORMATION
AT ANY PARTICULAR TIME EXCEPT AS REQUIRED IN ACCORDANCE WITH APPLICABLE
LAWS.
View source version on businesswire.com: http://www.businesswire.com/news/home/20150911005288/en/
Contacts:
Almonty Industries Inc.
Lewis Black, 647-438-9766
Chairman,
President & CEO
Info@almonty.com
Source: Almonty Industries Inc.
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