Post by
jobart on Jun 02, 2015 4:26pm
Almonty
Almonty to acquire Woulfe Mining shares, debentures 2015-06-02 16:18 ET - News Release See News Release (C-AII) Almonty Industries Inc Mr. Lewis Black reports 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 Almonty Industries Inc. has entered into an agreement with Woulfe Mining Corp. for a non-brokered private placement of $1.0-million in principal amount of convertible unsecured subordinated debentures at a price of $1,000 per debenture. The debentures will have an interest rate of 12 per cent 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." We seek Safe Harbor. © 2015 Canjex Publishing Ltd. All rights reserved.
Comment by
TechOne on Jun 02, 2015 7:01pm
I don't consider this good news and certainly not what we wanted to see.. 12% interest rate and swapping Dundee who were riding on their past successes but turned out to be just another bay street outfit.. We still have a bunch of Dundee appointed directors and where is IMC in all of this ?
Comment by
whoisyourpapa on Jun 02, 2015 7:16pm
As retail shareholders we still need the IMC deal to go ahead for us to make any money anytime soon. Whois
Comment by
chizzles on Jun 02, 2015 7:19pm
I agree Whois, but I thought that someone made a good point yesterday when they mentioned that if we were able to, and if we were smart, we would be better off if we can wait before signing anything since the tungsten price is so low.
Comment by
chizzles on Jun 02, 2015 7:31pm
Thanks Tech. I didn't notice the quote on the bottom of the NR...no, that isn't good.
Comment by
chizzles on Jun 02, 2015 7:17pm
And as someone stated yesterday, we are broke...I think maybe after all of this, my expectations were very low and anything seemed like good news to me...I actually find Almonty to be an interesting company but I don't want to become Almonty while losing shares of Woulfe, the thought of keeping our shares while Almony invested in us seemed like a good thing, even though it is expensive..
Comment by
chrisp6712 on Jun 02, 2015 7:18pm
Almonty's involvement is doing nothing to push Sangdong forward. They hope to have 4 board members in 12 months. We are sitting still for at least another year.
Comment by
chrisp6712 on Jun 02, 2015 7:03pm
The deal does nothing positive for current shareholders. It helps Dundee while letting Almony get a small piece of the action. Woulfe ends up creating approx. 17 million shares for the privelege of Almonty exchanging shares with Dundee plus Almonty gets 12% interest. Still no financing, no mine, no plan to make money. We're sliding farther into the abyss.
Comment by
rickyracer01 on Jun 02, 2015 8:19pm
I was excited when I saw a news release with another player getting involved. Obviously Almonty sees an opportunity here worth investing in. But, why is Dundee willing to give up some of their investment at a loss. Or did I take in that info wrong?? If that is what thye are indeed doing, that makes me leery
Comment by
wolfry1 on Jun 02, 2015 8:30pm
The dollar value is the same ..!!! Almonty acquires 29,497,229 @ $0.056 = $1,651,844 (Woulfe shares) Dundee acquires 2,949,723 @$0.56 = $1,651,844 (Almonty shares)
Comment by
chizzles on Jun 02, 2015 8:50pm
Which is why I don't see this being a bad thing. Yes, we lose shares for the million dollars that they give us (which we expecting in some form, but assumed that it would be from Dundee), but besides that, we add Almonty on our side for a large tungsten project in replacement of Dundee. They have the know how, connections, equipment, easier path to financing, etc...
Comment by
chizzles on Jun 02, 2015 8:19pm
Dundee takes a huge loss on Woulfe shares but keeps the same value by owning shares of Almonty instead (who owns now owns shares of Woulfe).