Lone Clone
9 years ago
Almonty Industries Inc. Completes Acquisition of Woulfe Mining Corp. and Announces Financing Transactions of $7.78 Million
06:45 EDT Friday, September 11, 2015
http://www.theglobeandmail.com//globe-investor/news-sources/?date=20150911%20&archive=bwire&slug=20150911005288
Almonty Industries Inc (AII.V)
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/
Almonty Industries Inc.
Lewis Black, 647-438-9766
Chairman, President & CEO
Info@almonty.com
Lone Clone
9 years ago
Here we go again, but I have a feeling the takeover bid will succeed this time, assuming that IMC is on board.
Almonty Industries Inc. to Acquire Woulfe Mining Corp. and Become the Leading International Tungsten Company
http://finance.yahoo.com/news/almonty-industries-inc-acquire-woulfe-025500722.html
Almonty Industries Inc. 11 hours ago
Almonty Industries Inc (AII.V)
TORONTO & VANCOUVER, British Columbia--(BUSINESS WIRE)--
Almonty Industries Inc. (AII.V) (“Almonty”) and Woulfe Mining Corp. (CSE:WOF, Frankfurt:OZ4) (“Woulfe”) are pleased to announce that they have entered into an arrangement agreement (the “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 (“Arrangement”).
Transaction Highlights:
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. 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.
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.”
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%-owned Sangdong Tungsten/Molybdenum Project (“Sangdong”) located in South Korea, located 187 km southeast of Seoul (subject to a third party which may purchase a 25%-ownership interest in Sangdong for CAD$35 million). The property is comprised 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 (“NI 43-101”) on the Sangdong mine, which is available on Woulfe’s SEDAR profile at www.sedar.com.
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 towards 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 at www.sedar.com.
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 September 8, 2015. In order to obtain the required shareholder approval, a favourable vote of 66 2/3% of the votes cast at the meeting, together with minority approval in accordance with Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (the “Woulfe Shareholder Approval”) 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 CAD$770,000, representing approximately 3% 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, Lewis Black abstaining, unanimously approved the terms of the proposed Arrangement and in the case of the Woulfe board recommend 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) Lewis 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, Lewis 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% of the issued and outstanding common shares and holds approximately 18.5% 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% 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 at www.sedar.com. The Woulfe management information circular will also be available at www.sedar.com.
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.
Advisors
Almonty’s legal advisor in Canada is Wildeboer Dellelce LLP, Osler, Hoskin & Harcourt LLP in the United States and Kim & Chang in Korea and Almonty’s financial advisor is Dundee Securities Ltd. Woulfe’s legal advisors are Armstrong Simpson Legal Counsel in Canada and Lee International IP & Law Group in Korea. Cassels Brock & Blackwell LLP acts as independent legal advisors to the Special Committee and Jacob Securities acts as financial advisor to the Special Committee.
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. Woulfe Mining Corp. is listed on the Canadian Stock Exchange. Further information about Woulfe’s activities may be found at www.woulfemining.com and under Woulfe’s profile at www.sedar.com.
Forward-Looking Information
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS: This news release contains "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995 and “forward-looking information” as such term is defined in applicable Canadian securities laws (together referred to herein as “forward-looking statements”). Except for statements of historical fact relating to Almonty or Woulfe, information contained herein constitutes forward-looking statements. Forward-looking statements are characterized by words such as "plan," "expect", "budget", "target", "project", "intend," "believe", "anticipate", "estimate" and other similar words, or statements that certain events or conditions "may" or "will" occur.
Forward-looking statements in this news release include, but are not limited to, statements regarding the completion of the Arrangement and the expected benefits to Almonty shareholders and Woulfe shareholders of the proposed Arrangement. Forward-looking statements are based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made, and are inherently subject to a variety of risks and uncertainties and other known and unknown factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. These factors include (i) that Almonty and Woulfe will complete the proposed Arrangement described herein, (ii) political developments, whether generally or in respect of the mining industry specifically, in Spain, Australia and South Korea, not consistent with Almonty and Woulfe’s current expectations, (iii) Almonty’s and Woulfe’s expectations in connection with the projects discussed herein being met, (iv) the impact of general business and economic conditions, global liquidity and credit availability on the timing of cash flows and the values of assets and liabilities based on projected future conditions, fluctuating metal prices and currency exchange rates, (v) changes in project parameters as plans continue to be refined,(vi) the continued employment of key Almonty and Woulfe employees, as well as those risk factors discussed or referred to in Almonty’s and Woulfe’s respective annual Management’s Discussion and Analysis and Almonty’s Annual Information Form for their respective most recently completed year ends filed with the applicable securities regulatory authorities and available at www.sedar.com. Although Almonty and Woulfe have attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be anticipated, estimated or intended.
There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Neither Almonty nor Woulfe undertakes any obligation to update forward-looking statements if circumstances or management’s estimates, assumptions or opinions should change, except as required by applicable law. The reader is cautioned not to place undue reliance on forward-looking statements. The forward-looking information contained herein is presented for the purpose of assisting investors in understanding Almonty’s and Woulfe’s expected financial and operational performance and results as at and for the periods ended on the dates presented in their respective plans and objectives and may not be appropriate for other purposes. Information herein with respect to Almonty has been provided by management of Almonty, and information herein with respect to Woulfe has been provided by management of Woulfe, and neither Almonty nor Woulfe assumes any responsibility or liability with respect to the other party’s information set out herein or any obligation to update such information, except as require by applicable securities laws.
View source version on businesswire.com: http://www.businesswire.com/news/home/20150707006650/en/
Contact:
Almonty Industries Inc.
Dennis Logan, 647-432-9766
CFO and Secretary
www.almonty.com
or
Woulfe Mining Corp.
Mark Gelmon, 604-684-6264
CFO
www.woulfemining.com
Lone Clone
9 years ago
Almonty Finally Gets a Piece of Woulfe Mining — What’s Next?
Sunday June 7, 2015, 9:40pm PDT By Kristen Moran+ - Exclusive to Tungsten Investing News
http://tungsteninvestingnews.com/5923-almonty-finally-gets-a-piece-of-woulfe-minerals-whats-next.html
Almonty Industries Inc (AII.V)
Surprising news hit the tungsten space last Tuesday when Almonty Industries (TSXV:AII,OTCMKTS:ALMTF) announced plans to invest in Woulfe Mining (CSE:WOF).
Specifically, the two companies signed an agreement for a non-brokered private placement for $1 million in principal amount of convertible unsecured subordinated debentures at a price of $1,000 per debenture. Almonty also inked a deal with Dundee (TSX:DC.A) and Dundee Resources to acquire 29,497,229 common shares in the capital of Woulfe currently owned by Dundee at a price of $0.056 per share. In exchange, Almonty will issue 2,949,723 of its common shares to Dundee for $0.56 a piece.
While deals like that aren’t out of the ordinary, previous interactions between Woulfe and Almonty make the agreement an interesting one. To start, the two companies entered into a non-binding letter of intent back in January to merge and create “the leading tungsten producer outside of China.” The agreement would have seen Almonty purchase all of Woulfe’s outstanding shares at a price of $0.08 per share.
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However, less than a month later, releases from both companies revealed that they had decided against the merger. Neither offered much in the way of an explanation. Fortunately, following Tuesday’s agreement, the Investing News Network was able to catch up with Almonty’s president and CEO, Lewis Black, to gain a better understanding of the companies’ relationship and what investors can expect moving forward.
Timing is everything
“It was just a timing issue. I don’t think it was any one thing. In February, it was a question of timing for both sides. Sometimes you don’t have enough time,” Black said in a phone interview. “We were working on so many other opportunities that we are still currently working on that the timing just didn’t work. The dialogue never stopped between the parties.”
After being asked about the other opportunities Almonty is interested in, Black explained the projects the company currently has under its belt, starting with two in Spain: the Los Santos mine, which the company acquired in 2011, and the Valtreixal tin-tungsten project, which it is now in the process of permitting.
“We acquired another site in Australia at the end of last year, which is in operation, [and] which we are now in the process of rehabilitating. And this is our fourth one,” he said. “We anticipate that there are a couple other targets that are interesting to us. Some of them we may be successful at acquiring, some of them we may not.”
Black said Almonty has access to capital and has “the strongest operational team that exists in tungsten concentrate production.” That said, he noted that it can be frustrating because “sometimes it’s very difficult to convince a management team that what is good for their shareholders is somehow good for them.”
Seasoned vets
Black said that one of Almonty’s strong suits is that its team comes out of the world’s longest-operating tungsten mine, the Panasqueira mine in Portugal. “It has been running now for 120 years uninterrupted. So these guys have fourth- or fifth-generation knowledge, and there are no books, no school, no consultants you can go to for tungsten. All that knowledge disappeared in the west in the ’60s and ’70s.”
He added that Almonty is fortunate to have that type of experience under its belt as it will allow the company to take a project that it considers viable and see what it can achieve economically. However, he did note that in regards to the working relationship between Almonty and Woulfe, it will ultimately be up to the shareholders to gauge how they see it moving forward.
“Do we put the companies together? Do we keep them separate? Ultimately we would like to see the companies together because we think from a financial point of view it makes sense. But we can only make that recommendation to shareholders and it’s up to them to decide,” Black said.
The Sangdong project and its clientele
Woulfe’s 100-percent-owned Sangdong project in South Korea is considered one of the largest tungsten deposits in the world, making it understandably attractive to tungsten and molybdenum miners. Black affectionately referred to Sangdong as the “great lady of the east,” and said that while it is a very technically challenging project, his team has looked at it extensively and believes it to be very similar to the Panasqueira mine.
“We like Sangdong because her history and her development are almost identical to the Panasqueira mine in Portugal. It had a huge contribution to the economic development of the country. The region that it sits in was entirely created to serve this mine. What we also found is there is a huge level of pride, almost militant pride, in that mine. We felt very at home there. It has many similarities culturally and through the community.”
In regards to the project’s financier, International Metalworking Companies (IMC), Black said that while Almonty has no prior relationship with the company, he feels that IMC will see the news as a positive.
“I would imagine that IMC will see what has happened favorably because when I go to their office, it will be the first time that they will have sat across the desk from someone that has successfully operated tungsten operations,” he said. “I feel that IMC has only ever wanted to see supply. So I am not expecting a hero’s welcome, but I think now that once we have closed the deal my first port of call is to go to meet with IMC and have this conversation as to what they want and what they expect from Sangdong.”
Black explained that because Almonty has never breached a supply contract and has an impeccable track record for reliable supply, the relationship between the two should go smoothly if both keep up their side of the bargain.
“It is really getting to know our clients, and IMC is currently a client of Sangdong,” Black said. “Traditionally, we have commanded the highest prices for our offtakes because of our reliability and the consistency of our material. But we have never, in fact, gone to an offtaker to look for funding. We feel that we are responsible for our business and they are responsible for theirs. Our relationship is that we deliver to them on time and to spec, and they pay us on time. And that is, I believe, the most positive relationship you can have between a supplier and a customer.”
Investors will no doubt be watching to see how Almonty’s relationships develop moving forward. At the end of day Friday, the company’s share price was unmoved, trading at $0.55.
Lone Clone
9 years ago
I've lost track -- does this mean Dundee is out altogether?
In my experience convertible debentures are usually a means to drive down the share price and do a cheap takeover. It looks like Almonty might get a better deal this way than their earlier takeover offer.
Almonty Announces Investment in Woulfe Mining Corp and the Purchase of Outstanding Common Shares and Debenture of Woulfe Mining Corp in Exchange for Cash, Notes and Common Shares of Almonty
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES
OR DISSEMINATION IN THE UNITED STATES
http://finance.yahoo.com/news/almonty-announces-investment-woulfe-mining-200500272.html
Almonty Industries Inc. 2 hours ago
TORONTO--(BUSINESS WIRE)--
Almonty Industries Inc. (“Almonty” or the “Company”) (AII.V) today announced that it entered into an agreement with Woulfe Mining Corp (“Woulfe”) for a non-brokered private placement of $1.0 million in principal amount of convertible unsecured subordinated debentures (the "Debentures") at a price of $1,000 per debenture (the "Offering"). The Debentures will have an interest rate of 12% per year, payable quarterly in arrears. Woulfe will have the option to satisfy, all or a portion of its interest payment obligations by delivering to Almonty common shares of Woulfe at a price equal to equal to the Market Price (as defined in the Canadian Securities Exchange Corporate Finance Manual) of Woulfe’s common shares on the interest settlement date. The Offering is expected to close on June 4, 2015 and will mature 12 months from closing.
Each $1,000 principal amount of the Debentures will be convertible at the option of the holder into 16,667 common shares of Woulfe.
In addition Almonty and Woulfe entered into an agreement such that Almonty will be granted a right on closing to nominate one member to the board of directors of Woulfe, provided such nominees are acceptable to regulatory authorities, for so long as Almonty holds a minimum of 5% of the issued and outstanding shares of Woulfe.
Concurrently, Almonty has entered into an agreement with Dundee Corporation (“DC”) and Dundee Resources Limited (“DRL” and together with DC, “Dundee”) whereby Almonty will acquire 29,497,229 common shares in the capital of Woulfe currently owned by Dundee at a deemed price of $0.056 per Woulfe share in exchange for issuing to Dundee 2,949,723 common shares of Almonty at a deemed price of $0.56 per Almonty common share. Almonty will also acquire the $4,000,000 principal amount 12% Unsecured Subordinated Convertible Debenture due December 31, 2016 issued to Dundee by Woulfe on March 7, 2014 (the “2016 Debenture”) in exchange for a cash payment to Dundee of $2,600,000 ($2,100,000 in cash on closing and $125,000 in cash in four equal installments on the dates that are three, six, nine and twelve months from the closing date) and the issuance to Dundee of a term promissory note in the principal amount of $1,400,000 due five (5) years after closing and bearing interest at 4% per annum.
In connection with the purchase of the 2016 Debenture, Dundee will also assign its nomination rights to Almonty whereby Almonty will be entitled to nominate up to 50% of the directors of Woulfe so long as its partially diluted ownership interest in Woulfe remains not less than 15% (on closing, Almonty will hold 8% of the outstanding Woulfe shares and have a pro-rata partially diluted ownership interest in Woulfe of approximately 18.2%). Accordingly, on closing Almonty will have nomination rights for up to four (4) nominees to the Woulfe board of directors as presently constituted.
Completion of the transactions contemplated herein is conditional on approval by the TSX Venture Exchange.
Commenting on the transaction Lewis Black, Chairman, President & CEO of Almonty stated:
“Almonty continues to believe in the merits of combining one of the world’s most promising undeveloped tungsten assets, Woulfe’s flagship Sangdong mine. with our significant portfolio of producing assets that will create a truly global tungsten powerhouse to the benefit of both Almonty and Woulfe shareholders. We view this transaction as the first step in achieving our desired end result of combining the two companies. Almonty has already established itself as a leading producer of tungsten outside of China and premier consolidator of global tungsten assets. We are confident in the combined team’s ability to unlock significant value from our collective assets for our combined shareholders and see this transaction as a first step in achieving our original aim of combining the two companies. Almonty is also pleased to welcome Dundee as a significant shareholder (5.7% ownership interest post-closing) in the Company as a result of this transaction.”
About Almonty
The principal business of Toronto, Canada based Almonty Industries Inc. (AII.V) 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. Management and certain members of Almonty’s Board of Directors led the turnaround and eventual sale of Primary Metals Inc., the operator of the Panasqueira Tungsten Mine in Portugal from 2003 to 2007. Further information about the Company’s activities may be found at www.almonty.com and under the Company’s profile at www.sedar.com.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the 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, without limitation, the transaction will progress and close in a timely manner, the strategic fit between Almonty and Woulfe, significant advantages in combining the companies, the ability of Almonty to effect a business combination with Woulfe, the combined entity will be a global tungsten powerhouse, ideally positioned as an attractive platform for further accretive growth, and, the combined team’s ability to unlock significant value from our collective assets. 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.
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, including without limitation, inability to satisfy any conditions of closing, including obtaining any required approvals for the contemplated transactions, including TSXV Venture Exchange and/or requisite Woulfe shareholder approval for a business combination.
Investors are cautioned against attributing undue certainty to forward-looking statements. Almonty cautions that the foregoing list of material factors is not exhaustive. 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/20150602006883/en/
Contact:
Almonty Industries Inc.
Lewis Black, (647) 438-9766
Chairman, President & CEO
Info@almonty.com
Lone Clone
9 years ago
Too bad WOF management bungled their (and our) chance to be part of this boom.
Tungsten investors braced for exciting year as new mines come on stream
By Giles Gwinnett April 05 2015, 11:00am
http://www.proactiveinvestors.co.uk/companies/news/78984/tungsten-investors-braced-for-exciting-year-as-new-mines-come-on-stream-78984.html
Investors in tungsten firms are set for an exciting year as several new mines of the versatile metal are set to come on stream imminently, including one giant project in the UK.
And after a recent period of weakness in prices, demand is looking up, according to analysts, which could further boost the economics of these projects.
Grabbing headlines has been the Drakelands mine in Devon, operated by Wolf Minerals (LON:WLFE), which is set to start production this August.
This will certainly be a red letter day for the industry as it will be the UK's first new metal mine in 45 years with one of the western world's largest resources of tungsten at 37.5 million tonnes, making Wolf a significant player in the space.
Also set for production is Ormonde's (LON:ORM) Barruecopardo mine in the second half of 2016; W Resources' (LON:WRES) La Parrilla project, also in Spain, next year and Premier African's (LON:PREM) RHA tungsten mine in Zimbabwe, which is on course for first production this June.
Apart from Wolf, which aims to generate 5,000 tonnes of tungsten concentrates per annum over 10-15 years, these are not huge mines, but they will certainly add to the contribution made to global tungsten supply outside Asia.
Ormonde is targeting 227,000 mtu's (Metric ton units) over nine years; Premier aims for 72,000 mtu's per year over 22 months and W Resources' aims to produce 2,300 tonnes a year by 2017 from its open pit.
The significance of the £139mln capital cost Wolf project cannot be overplayed. It will reportedly supply 3-4% of world production of tungsten and pump millions into the UK economy over the next decade and provide 200 jobs.
It has been heavily supported by the government due to its importance to the country's export market.
Using a tungsten price of US$415/mtu, the project has a post tax net present value (NPV) of £114mln with a 26% IRR (internal rate of return).
By way of comparison, Ormonde's Barruecopardo has a value of around £60.5mln assigned it by broker SP Angel.
And all this comes at a time where, if anything, other metal mine projects around the world are being scrapped or mothballed.
The gold and silver world is certainly under pressure and the iron ore price sank to a six year low last week.
So what's special about tungsten? Crucial is the metal's hardness and its numerous applications, aside from lightbulbs and in steel making, not least in the growing technology market, where it is used for components of touch screen devices, for example, the ubiquitous smartphones.
One of its main uses is also in cemented carbines - a tough composite engineering material that is resistant to wear and corrosion.
Tungsten sourced from existing devices and components has reached its limits so demand globally is increasing and China, the biggest producer, has shown no signs of loosening its control on exports, which it has sharply cut, meaning the world is looking for new supplies.
China supplies about 54% of the globe's tungsten, followed by Canada at about 8% and Russia at about 7% so there is certainly a market for these Europe-based producers.
In terms of prices, tungsten is priced at metric ton units (mtu's) of APT (Ammonium Para Tungstate), which is equal to 10kg of tungsten per tonne. It has fluctuated between a low of US$10 mtu in the 1960s to a high of US$480/mtu in 2011.
Currently, it stands around the US$257.5/mtu mark.
Research group Edison has said despite slower growth ahead, it expects global tungsten consumption to expand at a CAGR (compound annual growth rate) of 3.5% in 2014-18 estimates, leading to the potential for an APT price recovery as new mine supply will be required.
Analyst and managing director of British market intelligence firm Roskill Information Services Robert Baylis recently told a conference that the 94,500 tonne tungsten market in 2014 was expected to grow at about 2.6% a year, reaching 105,000 tonnes by 2018.
But he also highlighted that tungsten prices had shown significant volatility over the last five years and reflected an unstable supply/demand position.
Nevertheless, these are certainly exciting times for tungsten and tungsten investors, with much activity ahead over the coming year.
Lone Clone
9 years ago
Another competitor start production while Woulfe execs achieve nothing except collecting their fat salaries...
Wolf Minerals’ Tungsten Mine to Start Production in Devon
http://www.ctia.com.cn/TungstenNews/2015/133319.html
Wolf Minerals Limited (WLF.AX)
It has required moving wildlife, building “bat hotels” and planting 40,000 replacement trees. But after more than a year of construction, Britain’s first metals mine for more than four decades is nearing completion.
On the edge of Dartmoor, in Devon, cranes loom over the steel skeleton of a shed as long as a football pitch and 25m high.
Tungsten is one of the hardest of elements, seven times heavier than water and used in toolmaking and armaments. The Devon deposit was mined during the first and second world wars, but before Wolf spotted the opportunity to acquire the mining licence, the last serious exploration took place in the 1980s, before China’s explosive industrial growth.
The process plant, the nearby tailings dam for waste rock and the big open pit itself are the essential “kit” of a modern metal mine. They are familiar from Australia to Zambia but not in the UK, where such mining has been all but extinct in recent decades. The closure of almost all Britain’s collieries after a bitter 1980s strike further loosened the country’s bond with mining, and while London remains a centre for global mining finance, the projects are usually thousands of miles away.
Most tungsten deposits are in China but the country is now importing the metal to preserve its reserves. The Devon mine — named Drakelands — will generate about 3.5 per cent of global supply.
Russell Clark, Wolf’s managing director, says the project has “the potential to be the biggest tungsten mine in the western world.”
In building its mine Wolf is confronting some of the problems the UK often presents for intrusive infrastructure projects, including planning constraints. It employs more environmental staff than geologists.
Whereas the prospect of fracking has inflamed some UK communities where drillers want to operate, Wolf has been helped by a big local tradition of mining in this region, including ancient tin workings and nearby china clay works. The local pub is the Miners’ Arms.
“I have never seen this level of support for a project so close to a big centre of population,” says Mr Clark.
$30,000 Approximate value per tonne for the tungsten that Wolf Minerals will extract in Devon
Indeed operating in densely populated Britain has advantages. “If this mine were in [a remote part of] Australia it would struggle,” says Mr Clark “You would have to pay higher wages, you would need to build an airport, a power plant, an electric grid?.?.?.?it would all be much more expensive.”
Jobs are a big part of local support. The mine is recruiting 40 operating staff and has had 900 applications.
Wolf is, however, having to defy gloom over demand for commodities, which has hit the values of miners and energy companies. The global tungsten price is lower than in Wolf’s base case planning, although the company expects to increase the project’s value by getting more ore out of the pit over its life, and operating a seven-day week.
Wolf has invested £123m in building the mine. It says its “all-in” costs, including servicing debt, are about $170 per “metric tonne unit” — a pricing measure used in the tungsten market, equal to 10kg. The spot tungsten price is about $290/mtu and Wolf, which will sell most of its output to two regular customers in the US and Europe via so-called offtake agreements, is expected to receive about 80 per cent of that spot price.
If this mine were in Australia it would struggle. You would have to pay higher wages, you would need to build an airport, a power plant, an electric grid- Russell Clark, managing director, Wolf Minerals
“The company’s numbers suggest it has a strong enough margin to weather the prices we are seeing today. The mine should still generate cash,” says Michael Stoner, an analyst at Peel Hunt.
Wolf thinks prices will rise, anticipating that growth in tungsten demand usually exceeds global growth by up to 2 percentage points. That would mean a new mine the size of Drakelands being required annually.
One smaller European project is from Ormonde Mining, an Aim-listed miner that is trying to build a Spanish tungsten mine called Barruecopardo. Ormonde last month revealed a preliminary deal to bring in Oaktree Capital to provide debt and equity for the project. It has since received an approach from Almonty, a Canadian listed group.
Mr Stoner says: “It is a tough market at the moment for miners to fund development projects and so Wolf should have a big head start on any other projects. It doesn’t look like there are other projects that are going to get into production in the short term so Wolf seems to be getting into the market at the right time.
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