Metal News

DEUTSCHE ROHSTOFF AG: ALMONTY ANNOUNCES FUSION AGREEMENT WITH WOULFE MINING

Woulfe Management recommends that shareholders accept the offer

Heidelberg. Almonty Industries, a subsidiary of Deutsche Rohstoff AG, today has a merger agreement with Woulfe Mining Corp. announced. The agreement provides for the conversion of all Woulfe shares into Almonty shares, subject to the approval of the Toronto Stock Exchange (TSX), the Supreme Court of British Columbia and a two-thirds majority of Woulfe Mining shareholders at an extraordinary general meeting. The management of both companies, as well as those of Woulfe Mining Corp. appointed independent financial advisors recommend that shareholders accept the agreement. Woulfe shareholders would hold 40,2% of the new company.

The closing of the transaction is expected in early September and includes the following key points:

  • Exchange of 0,1029 Almonty shares per Woulfe share. This equates to a market value of CAD 0,07 per Woulfe share and thus a premium of 16,7% over the price of the 6. July 2015.
  • This exchange ratio also applies to all outstanding Woulfe options.
  • Woulfe liabilities and convertible bonds remain in line with their previous conditions.
  • In the event of failure to complete the merger under the agreed terms, Woulfe Mining Corp. committed to a payment of CAD 770.000 to Almonty.

Almonty will issue new shares as part of the 34.828.500 transaction. The stake in Deutsche Rohstoff AG in the new company will be 14.1% (currently 23,5%).

The merger brings Almonty one step closer to its goal of building the largest tungsten producer outside of China. In addition to the active mines of Los Santos (Spain) and Wolfram Camp (Australia) and the Valtreixal (Spain) exploration project, the company will gain access to the Sangdong Wolfram Project in South Korea, one of the largest undeveloped tungsten projects in the world. The recently published feasibility study certifies the project pleasingly robust economic key figures.

Lewis Black, CEO of Almonty, comments, "This merger opens the opportunity to unite one of the world's most promising undeveloped tungsten projects with our portfolio of producing mines to create a world-leading tungsten producer. Almonty has already successfully established itself as a leading tungsten producer outside of China. With the acquisition of Woulfes Sangdong Mine, we expect to be able to collectively generate significant value from our assets to our shareholders as a team. "

A detailed version of the message is on www.almonty.com a DAK Bungalow.

Heidelberg, 8. July 2015

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Deutsche Rohstoff, listed in the Entry Standard, is building a new raw material producer. The focus is on oil & gas and so-called high-tech metals such as tungsten, tin and rare earths. All projects are located in politically stable countries with high environmental standards. The business model is based on the (re-) development of deposits that have already been well explored in the past. Further information on Deutsche Rohstoff at www.rohstoff.de.

 

Contact

German commodity AG

Dr. Thomas Gutschlag

Tel. + 49 6221 871 000

[email protected]

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