Almonty Industries Inc. and Woulfe Mining Corp. are pleased to announce that they have entered into a non-binding letter of intent to combine the businesses of the two companies and create the leading tungsten company outside of China.
The combined business ("MergeCo") will have two producing tungsten assets located in Spain and Australia, pre-construction assets in South Korea and Spain, and serve as an attractive platform for further accretive growth and consolidation in the global tungsten sector. Completion of the Merger is subject to completion of due diligence process by both companies, expected to be completed within the next 30 days, and the satisfaction of certain conditions discussed below.
Under the terms of the Merger, Almonty would acquire all of the outstanding common shares of Woulfe at a fixed price of C$0.08 per share to be satisfied by each Woulfe share being exchanged for a fraction of an Almonty common share with such fractional Almonty common share having a fair market value on the effective date of the Proposed Transaction of C$0.08 (the "Almonty Consideration"), which fair market value will be determined based on the Almonty volume weighted average trading price for the five trading days ending on the third trading day prior to the effective date of the Proposed Transaction (the "Almonty VWAP"). Notwithstanding the foregoing, in no event shall the Almonty Consideration be greater than 0.1231 of one Almonty common share (C$0.65 Almonty VWAP) or less than 0.0942 of one Almonty common share (C$0.85 Almonty VWAP).
The C$0.08 fixed price represents a 22.7% premium to Woulfe's 30-day volume weighted average price ("VWAP") for the period ending January 26, 2015. Upon completion of the Merger, Woulfe shareholders will own approximately 41% to 48% of MergeCo, depending on the Almonty VWAP.
Woulfe's principal asset is the 100%-owned Sangdong Tungsten/Molybdenum Project ("Sangdong") located in South Korea, located 187km southeast of Seoul (subject to a third party which may purchase a 25%-ownership interest in Sangdong for US$35 million). The property is comprised of 12 Mining Rights with an aggregate area of 3,173 hectares. Woulfe recently completed a de-risking review of its final Feasibility Study report based on, the Tetratech 2012 feasibility report, on the Sangdong mine.
Almonty's principal assets are the Los Santos tungsten mine, producing 1,100 tonnes/year of WO3, and the Wolfram Camp tungsten and molybdenum mine in Queensland Australia, which produced 700 tonnes of WO3 in 2013. In addition, Almonty is working towards the commissioning of the Valtreixal tin/tungsten mine in north western Spain with anticipated production in 2017.
Lewis Black, President and CEO of Almonty, commented, "This transaction represents the opportunity to combine one of the world's most promising undeveloped tungsten asset 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."
Commenting on the transaction, Michel Gaucher, President and CEO of Woulfe, said, "By combining Woulfe and Almonty, we are creating the premier tungsten producer outside of China. The complementary expertise of Almonty's and Woulfe's highly experienced technical teams combined with an enhanced access to capital through the merger, will potentially advance the Sangdong project to production on an accelerated timeline. We believe this new company will provide investors with an ideal way to gain broader exposure to the tungsten sector."