/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISSEMINATION IN THE
UNITED STATES/
TORONTO, June 30, 2014 /CNW/ - Almonty Industries Inc. ("Almonty" or the
"Company") (TSXV: AII) announces that it has entered into a binding
Letter Agreement ( the "Agreement") with Deutche Rohstoff AG ("DRAG") to acquire 100% of both Wolfram Camp Mining Pty and Tropical Metals
Pty. (which collectively own 100% of the Wolfram Camp tungsten and
molybdenum mine in Queensland, Australia "WCM") for CAD$18.0 million ( the "Acquisition"). The Agreement calls for the purchase price of CAD$18.0 million to
be satisfied as follows:
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Almonty will issue approximately 12,209,302 million common shares at a
value of $0.86 per share that represent approximately CAD$10.5 million
and translate into a shareholding of Almonty`s issued stock of 24.9%
following completion of the acquisition.
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The remaining purchase price of approximately CAD$7.5 million will be
satisfied by Almonty issuing a convertible debenture to DRAG. The
convertible debenture will have a maturity of 2.5 years with a coupon
of 4%. The convertible debenture may be converted, at the option of
DRAG, into shares of Almonty at a conversion price of CAD$1.45 per
Almonty share.
Completion of the Acquisition will be conditional on approval by the TSX
Venture Exchange and approval of Almonty shareholders.
Lewis Black, Chief Executive Officer of Almonty commented, "We are
pleased to have been able to reach an agreement with DRAG to acquire
the Wolfram Camp mine, almost doubling the size of Almonty's tungsten
operations. WCM is currently producing to similar levels that were
being produced at the Los Santos Project when we acquired it in 2011.
We expect to be able to replicate the success we have enjoyed at the
Los Santos Project at WCM over a shorter time frame. WCM is a
wolframite producing mine which we consider to be similar in many
respects to the Panasqueira project that was previously successfully
renovated and subsequently sold by the current Almonty management team
when it was held by Primary Metals Inc. Our technical team, having
spent the majority of their careers working with wolframite ore, and
now scheelite ore at the Los Santos Project, is highly confident
regarding the upside potential of WCM. The addition of DRAG as a major
shareholder in Almonty is also welcome and will allow DRAG and its
shareholders to maintain their tungsten exposure in a much larger
entity. Upon completion of the transaction Almonty will be the only
listed company on the TSX/TSX-V with two operating tungsten mines,
producing both scheelite and wolframite concentrate. Almonty's
endorsement from DRAG is yet another testament to the Almonty team's
ability to deliver a reliable source of tungsten supply from its
existing and future projects. This Acquisition is the first step in
the next chapter of Almonty's growth strategy."
About Almonty
The principal business of Toronto, Canada based Almonty Industries Inc.
(TSX-V: AII) is the mining, processing and shipping of tungsten
concentrate from its tungsten mine at the Los Santos Project. The Los
Santos Project was acquired by Almonty in September 2011. The Los
Santos Project is located approximately 50 kilometres from Salamanca in
western Spain and produces tungsten 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.
The Acquisition is subject to the approval of the TSX Venture Exchange
and any shareholder approval requirements required by law or the TSX
Venture Exchange.
This announcement is not intended to, and does not, constitute or form
part of (i) an offer or invitation to purchase or otherwise acquire,
subscribe for, tender, exchange, sell or otherwise dispose of any
securities, (ii) the solicitation of an offer or invitation to purchase
or otherwise acquire, subscribe for, tender, exchange, sell or
otherwise dispose of any securities, or (iii) the solicitation of any
vote or approval in any jurisdiction, pursuant to this announcement or
otherwise.
The distribution of this announcement in or into certain jurisdictions
may be restricted by the laws of those jurisdictions. Accordingly,
copies of this announcement are not being, and must not be, mailed or
otherwise forwarded, distributed or sent in, into or from any
jurisdiction where it would be unlawful to do so. Persons receiving
such documents (including, without limitation, nominees, trustees and
custodians) should observe these restrictions. Failure to do so may
constitute a violation of the securities laws of any such jurisdiction.
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
Acquisition, issuance of Almonty shares and convertible debentures and
the assumption of debt. 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.
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 and assumptions will not
cause any forward-looking statements and information to differ
materially from actual results or events. These factors and assumptions
including the Acquisition being completed as contemplated pursuant to
the terms of the Agreement; that no other current TSX/TSX-V listed
tungsten company acquires or places a second tungsten mine into
production prior to the closing of the Acquisition and that no company
with two or more producing tungsten mines is newly listed on the
TSX/TSX-V exchange; that the Company is able to grow its production and
acquire additional mineral producing properties in the future; and that
the Company is able to effect a material improvement in the existing
production rate and cost profile at WCM. 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.
SOURCE Almonty Industries Inc.
