Woulfe Mining Corp WFEMF

RE:Acting in reliance on full disclosure

[MarcusAurelius]

Woulfe Mining was nearly out of CASH and on the verge of going bankrupt. The CEO forwarded the new drilling results and NPV to IMC. Then IMC probably thumbed their noses up at it. The overall value of the tungsten project has been drastically downgraded with a current NPV of around $156 million. The previous CEO Brian Wesson had a NPV of over $535 million on the 12 year lifespan of the tungsten project. That's almost a $400 million difference. I'm sure IMC noticed the big change. Woulfe shareholders would have received a lot more than .08 per share if IMC was about to give the company $35 million CAD for 25% of the tungsten project. The only logical conclusion is that IMC is now out of the picture and the deal has been cancelled. Luckily Woulfe's new CEO was one step ahead of those vulture capitalists at IMC & Dundee. He had enough foresight to realize that IMC had no intention on finalizing a deal so he negotiated a merger deal with Almonty. IMC probably thought that Woulfe Mining had no back up plan and would declare bankruptcy after the deal was rejected.

Segusmundo wrote:

Did IMC know of this merger in advance? Could they have assisted in brokering this merger? Merger talks usually don't occur overnight. Presumably, merger plans are in the works for some time, perhaps for a long time. Usually all principal players are consulted. In this instance, judging from past news and without knowing more, it would appear that IMC and Almonty will be the financial winners and the Woulfe common stockholders will be the financial losers if this merger takes place and the following events occur:

 

1. Almonty gets the Woulfe assets for the cents on the dollar share value proposed,

2. Almonty undertakes existing rights and liabilities of its declared wholly owned subsidiary, Woulfe, including payment of the 10M owed to IMC and the right/obligation to sell off 25% of Sangdong to IMC for 35M,

3. IMC gets its 25% property ownership stake in the Sangdong mine, not stock, for the 35M ( paid to Almonty), and,

4. Woulfe common shareholders get fractional Almonty shares based upon the snap shot in time price valuation of 08c per share.

5. A two thirds majority of Woulfe common stockholders vote to approve the merger agreement, in whole or in part, based upon anything less than full disclosure of all material facts involved.

 

What does not make sense to me, and from the sound of this board perhaps the rest of us, is just exactly how or why #5 above is even reasonably served up to the common shareholders for a vote. The current evidence extant appears to show Woulfe NPV value is more likely in the .25 cents a share valuation neighborhood, rather than the .08 cent a share neighborhood. Personally, I must be missing something.

 

What exactly is the rationale business reason in this circumstance for a Woulfe common shareholder to vote to approve this merger proposal based upon an .08 cent payment to common shareholders when that amount does not appear, on its face, to be a fair share valuation and/or payment? If no such rationale business reason exists for us as common shareholders, then presumably the proposal should and likely will be voted down by 100% of the common shareholders. If this does not occur, then from a rationale business perspective, why does it not occur? Is some information available of which we common shareholders are not aware, that, if we were so aware, would surely change our minds and make us see the error of our judgment here and vote in favor of the merger? I trust we are all operating from the assumption that all material matters of fact concerning this proposed transaction have or will be timely disclosed to us before we are asked to cast our vote on this common shareholder merger issue. For the record, I am acting in reliance upon my shareholder rights to such timely disclosures concerning this proposed merger. Segusmundo.