Almonty Industries and Woulfe Mining Corp have entered into an arrangement agreement which provides for Almonty and Woulfe to proceed with a business combination in which Almonty will acquire all outstanding common shares of Woulfe.
Almonty’s 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 and of Woulfe, acting on advice of a special committee comprised of four independent directors after consultation with independent financial and legal advisors.
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, this represents total consideration of $0.07 per Woulfe share. Upon completion of the arrangement, Woulfe shareholders will own approximately 40.2% of the combined businesses.
Almonty president and CEO Lewis Black said, “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 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.”
Chairman of the Special Committee of Woulfe, Brian Howlett, said, “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 China at a time when financing our continued operations has been very challenging.”
Woulfe’s principal asset is the Sangdong Tungsten/Molybdenum Project in South Korea which comprises 12 mining rights with an aggregate area of 3173 hectares.
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 northwest Spain with anticipated production in 2017.