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Almonty Industries Inc. (TSXV:AII) announced that it has entered into an arrangement agreement with Woulfe Mining Corp. (CSE:WOF) that will see Almonty acquire all of Woulfe’s outstanding shares by way of a court approved plan of arrangement.

Almonty Industries Inc. (TSXV:AII) announced that it has entered into an arrangement agreement with Woulfe Mining Corp. (CSE:WOF) that will see Almonty acquire all of Woulfe’s outstanding shares by way of a court approved plan of arrangement.
As quoted in the press release:

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 $0.07 per Woulfe share and a premium of 16.7% to Woulfe’s closing price on July 6, 2015. Upon completion of the Arrangement, Woulfe shareholders will own approximately 40.2% of the combined businesses.

Highlights of the transaction:

  • The offer price represents a 16.7% 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 comprised of four independent directors (the “Special Committee”) after consultation with independent financial and legal advisors.
  • The Special Committee’s financial advisor, Jacob Securities Inc. (“Jacob Securities”), 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 track record of operational success. Almonty’s assets are comprised 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.

Lewis Black, president and CEO 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.

Click here to read the full Almonty Industries Inc. (TSXV:AII) press release.

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