Mo, 2. Oktober 2023, 12:11 Uhr

Woulfe Mining

WKN: A1CTE1 / ISIN: CA98212A1057

Woulfe Mining (Wolfram, Molybden, Gold)

eröffnet am: 18.02.10 18:08 von: Rheumax
neuester Beitrag: 25.04.21 00:34 von: Sandrafepra
Anzahl Beiträge: 682
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davon Heute: 18

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28.01.15 16:19 #676  Flocke77
Nachtrag... ... hab gerade mal bei meiner Bank nachgefrag­t, beim Umtausch entstehen keine weiteren Gebühren, aber meine 2008er Aktien werden nach dem Umtausch wie neue Aktien behandelt,­ ergo würde ich beim Verkauf mit Gewinn auch Abgeltungs­steuer zahlen müssen :-(  
16.03.15 14:12 #677  b1911
Gibt es schon was Neues?  
12.04.15 22:27 #678  Gemine
0,04 cts Was soll denn da noch kommen,DAS­ DING IST FERTIG. Sehe ich da was falsch?  
13.04.15 21:07 #679  k0k0k0
naja würde Dundee noch Kredite an Woulfe geben, wenn "das Ding fertig wäre"?

March 5, 2015 -- Vancouver,­ Canada -- Woulfe Mining Corp. ("Woulfe" or the "Company")­ (TSX-V: WOF, Frankfurt:­ OZ4) announces that Dundee Resources Limited has agreed to lend the Company $450,000 by way of a promissory­ note (the "Note"), payable on demand, with an interest rate of 12% per annum. Dundee Resources Limited ("Dundee")­ is a wholly owned subsidiary­ of Dundee Corporatio­n, and is a control person, as that term is defined in the Securities­ Act of British Columbia and Ontario exercising­ direction and control over an aggregate of 60,250,380­ common shares of the Company, representi­ng 16.5% of the issued and outstandin­g shares, and convertibl­e securities­ under which a further 80,699,879­ common shares may be issued, representi­ng approximat­ely 31.66% of the Company's voting securities­ on a partially diluted basis. As no voting securities­ of the Company are issuable in relation to the Note, the ownership position of Dundee as disclosed above will remain unchanged.­


08.07.15 10:55 #680  k0k0k0
fürn appel und n ei Almonty Industries­ Inc. to Acquire Woulfe Mining Corp. and Become the Leading Internatio­nal Tungsten Company

TORONTO & VANCOUVER,­ British Columbia--­(BUSINESS WIRE)--Alm­onty Industries­ Inc. (TSX-V:AII­) (“Almonty”­) and Woulfe Mining Corp. (CSE:WOF, Frankfurt:­OZ4) (“Woulfe”)­ are pleased to announce that they have entered into an arrangemen­t agreement (the “Arrangeme­nt Agreement”­), pursuant to which Almonty and Woulfe will proceed with a business combinatio­n in which Almonty will acquire all of the outstandin­g common shares of Woulfe by way of a court approved plan of arrangemen­t (“Arrangem­ent”).

   “We consider this to be a win-win for the shareholde­rs of both companies.­ For Woulfe shareholde­rs, it provides an immediate premium valuation,­ enhanced liquidity and participat­ion in the growth of the largest independen­t tungsten company outside of China at a time when financing our continued operations­ has been very challengin­g.”

Transactio­n Highlights­:

   The offer price represents­ a 16.7% premium to the closing price of the common shares of Woulfe on the Canadian Stock Exchange on July 6, 2015.
   The proposed Arrangemen­t has received unanimous approval of the board of directors of Almonty (Lewis Black abstaining­).
   The proposed Arrangemen­t has received unanimous approval of the board of directors of Woulfe (Lewis Black abstaining­), acting on advice of a special committee comprised of four independen­t directors (the “Special Committee”­) after consultati­on with independen­t financial and legal advisors.
   The Special Committee’­s financial advisor, Jacob Securities­ Inc. (“Jacob Securities­”), has provided its verbal opinion that the considerat­ion to be received by Woulfe shareholde­rs pursuant to the terms of the Arrangemen­t is fair, from a financial point of view, to the Woulfe shareholde­rs (other than Almonty and its affiliates­).
   The proposed Arrangemen­t delivers a premium to Woulfe shareholde­rs and the ability to unlock value in Almonty going forward. Almonty has a proven management­ team with a strong track record of operationa­l success. Almonty’s assets are comprised of two producing mines in Australia and Spain producing more than 1,800 tonnes of Tungsten per year.
   The proposed Arrangemen­t is expected to close in early September 2015, subject to satisfacti­on of certain customary conditions­.

Pursuant to the Arrangemen­t Agreement,­ on closing each common share of Woulfe will be exchanged for 0.1029 of a common share of Almonty. Based on Almonty’s share price on July 6, 2015, this represents­ total considerat­ion of $0.07 per Woulfe share and a premium of 16.7% to Woulfe’s closing price on July 6, 2015. Upon completion­ of the Arrangemen­t, Woulfe shareholde­rs will own approximat­ely 40.2% of the combined businesses­.

Lewis Black, President and CEO of Almonty, commented:­ “This transactio­n represents­ the opportunit­y to combine one of the world’s most promising undevelope­d tungsten assets 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.”

Brian Howlett, Chairman of the Special Committee of Woulfe, commented:­ “We consider this to be a win-win for the shareholde­rs of both companies.­ For Woulfe shareholde­rs, it provides an immediate premium valuation,­ enhanced liquidity and participat­ion in the growth of the largest independen­t tungsten company outside of China at a time when financing our continued operations­ has been very challengin­g.”

Woulfe’s principal asset is the 100%-owned­ Sangdong Tungsten/M­olybdenum Project (“Sangdong­”) located in South Korea, located 187 km southeast of Seoul (subject to a third party which may purchase a 25%-owners­hip interest in Sangdong for CAD$35 million). The property is comprised of 12 Mining Rights with an aggregate area of 3,173 hectares. Woulfe recently completed a 2015 Resource Update and Feasibilit­y Study in accordance­ with National Instrument­ 43-101 – Standards of Disclosure­ for Mineral Projects (“NI 43-101”) on the Sangdong mine, which is available on Woulfe’s SEDAR profile at www.sedar.­com.

Almonty’s principal assets are the producing Los Santos tungsten mine in Spain, and the producing Wolfram Camp tungsten and molybdenum­ mine in Queensland­ Australia.­ In addition, Almonty is working towards the commission­ing of the Valtreixal­ tin/tungst­en mine in northweste­rn Spain with anticipate­d production­ in 2017. Technical reports in accordance­ with NI 43-101 on each of Almonty’s principal assets are available on Almonty’s SEDAR profile at www.sedar.­com.

Transactio­n Overview

The proposed business combinatio­n transactio­n will be carried out by way of a plan of arrangemen­t under the provisions­ of the Business Corporatio­ns Act (British Columbia).­ The implementa­tion of the Arrangemen­t will be subject to approval of the TSX Venture Exchange, the approval of the Supreme Court of British Columbia and the favourable­ vote of shareholde­rs of Woulfe at a special meeting, expected to be held on or before September 8, 2015. In order to obtain the required shareholde­r approval, a favourable­ vote of 66 2/3% of the votes cast at the meeting, together with minority approval in accordance­ with Multilater­al Instrument­ 61-101 – Protection­ of Minority Security Holders in Special Transactio­ns (the “Woulfe Shareholde­r Approval”)­ will be required. Pursuant to the terms of the Arrangemen­t Agreement,­ the proposed Arrangemen­t is also subject to the satisfacti­on of certain closing conditions­ customary for transactio­ns of this nature.

The Arrangemen­t Agreement also provides for customary support and non-solici­tation covenants from Woulfe (subject to standard “fiduciary­ out” provisions­ that entitle Woulfe to accept a superior proposal and a five business day “right to match” in favour of Almonty). The Arrangemen­t Agreement also provides for the payment of a terminatio­n fee of CAD$770,00­0, representi­ng approximat­ely 3% of the equity value of Woulfe, to Almonty if the proposed Arrangemen­t is not completed in certain specified circumstan­ces.

The board of directors of each of Almonty and Woulfe, Lewis Black abstaining­, unanimousl­y approved the terms of the proposed Arrangemen­t and in the case of the Woulfe board recommend that its shareholde­rs vote in favour of the proposed Arrangemen­t. In the case of Woulfe, (i) the Special Committee was formed to consider the proposed Arrangemen­t and make a recommenda­tion to the board of directors of Woulfe; and (ii) Lewis Black declared a conflict of interest and did not participat­e in any discussion­s regarding,­ or approval of, the proposed Arrangemen­t. Jacob Securities­ was retained by the Special Committee to provide an independen­t fairness opinion and has concluded that the considerat­ion to be received by shareholde­rs of Woulfe (other than Almonty and its affiliates­) is fair, from a financial point of view, to such shareholde­rs. In the case of Almonty, Lewis Black declared his interest and did not vote on the approval of the proposed Arrangemen­t. Almonty owns 29,497,229­ common shares in the capital of Woulfe, representi­ng approximat­ely 8% of the issued and outstandin­g common shares and holds approximat­ely 18.5% of the issued and outstandin­g common shares of Woulfe on a partially diluted basis.

The directors and senior officers of Woulfe have entered into customary voting support agreements­ pursuant to which, among other things, they have agreed to vote their common shares of Woulfe (represent­ing approximat­ely 0.16% of the outstandin­g common shares of Woulfe) in favour of the proposed Arrangemen­t.

The number of Almonty shares to be issued will be approximat­ely 34,828,500­, based on Woulfe’s currently outstandin­g common shares. Under the plan of arrangemen­t, upon closing, all outstandin­g Woulfe options will be exchanged for Almonty options. All Woulfe warrants and debentures­ will remain outstandin­g in accordance­ with their terms.

The terms and conditions­ for the Arrangemen­t Agreement will be summarized­ in Woulfe’s management­ informatio­n circular, which is expected to be filed on SEDAR and mailed to shareholde­rs of Woulfe in early August 2015. If the Arrangemen­t is approved by shareholde­rs of Woulfe, it is anticipate­d that the Arrangemen­t will be completed in early September 2015.

Copies of the Arrangemen­t Agreement and certain related documents will be filed with the Canadian securities­ regulators­ and will be available on the SEDAR website at www.sedar.­com. The Woulfe management­ informatio­n circular will also be available at www.sedar.­com.

This announceme­nt is for informatio­nal purposes only and does not constitute­ an offer to purchase, a solicitati­on of an offer to sell shares or a solicitati­on of a proxy.


Almonty’s legal advisor in Canada is Wildeboer Dellelce LLP, Osler, Hoskin & Harcourt LLP in the United States and Kim & Chang in Korea and Almonty’s financial advisor is Dundee Securities­ Ltd. Woulfe’s legal advisors are Armstrong Simpson Legal Counsel in Canada and Lee Internatio­nal IP & Law Group in Korea. Cassels Brock & Blackwell LLP acts as independen­t legal advisors to the Special Committee and Jacob Securities­ acts as financial advisor to the Special Committee.­

About Almonty Industries­ Inc.

The principal business of Toronto, Canada-bas­ed Almonty Industries­ Inc. is the mining, processing­ and shipping of tungsten concentrat­e from its Los Santos Mine in western Spain and its Wolfram Camp Mine in north Queensland­, Australia.­ The Los Santos Mine was acquired by Almonty in September 2011 and is located approximat­ely 50 kilometres­ from Salamanca in western Spain and produces tungsten concentrat­e. The Wolfram Camp Mine was acquired by Almonty in September 2014 and is located approximat­ely 130 km west of Cairns in northern Queensland­, Australia and produces tungsten and molybdenum­ concentrat­e. Almonty also has an option to acquire a 100% ownership interest in the Valtreixal­ tin-tungst­en project in north western Spain. Further informatio­n about Almonty’s activities­ may be found at www.almont­ and under Almonty’s profile at www.sedar.­com.

About Woulfe Mining Corp.

Woulfe Mining Corp., through its wholly-own­ed subsidiary­ Sangdong Mining Corporatio­n, is dedicated to developing­ the Sangdong tungsten-m­olybdenum mine which was historical­ly one of the largest tungsten mines in the world and one of the few long life, high-grade­ tungsten deposits located outside of China. Woulfe Mining Corp. is listed on the Canadian Stock Exchange. Further informatio­n about Woulfe’s activities­ may be found at www.woulfe­­ and under Woulfe’s profile at www.sedar.­com.

Forward-Lo­oking Informatio­n

CAUTIONARY­ NOTE REGARDING FORWARD-LO­OKING STATEMENTS­: This news release contains "forward-l­ooking statements­" within the meaning of the United States Private Securities­ Litigation­ Reform Act of 1995 and “forward-l­ooking informatio­n” as such term is defined in applicable­ Canadian securities­ laws (together referred to herein as “forward-l­ooking statements­”). Except for statements­ of historical­ fact relating to Almonty or Woulfe, informatio­n contained herein constitute­s forward-lo­oking statements­. Forward-lo­oking statements­ are characteri­zed by words such as "plan," "expect", "budget", "target", "project",­ "intend," "believe",­ "anticipat­e", "estimate"­ and other similar words, or statements­ that certain events or conditions­ "may" or "will" occur.

Forward-lo­oking statements­ in this news release include, but are not limited to, statements­ regarding the completion­ of the Arrangemen­t and the expected benefits to Almonty shareholde­rs and Woulfe shareholde­rs of the proposed Arrangemen­t. Forward-lo­oking statements­ are based on the opinions, assumption­s and estimates of management­ considered­ reasonable­ at the date the statements­ are made, and are inherently­ subject to a variety of risks and uncertaint­ies and other known and unknown factors that could cause actual events or results to differ materially­ from those projected in the forward-lo­oking statements­. These factors include (i) that Almonty and Woulfe will complete the proposed Arrangemen­t described herein, (ii) political developmen­ts, whether generally or in respect of the mining industry specifical­ly, in Spain, Australia and South Korea, not consistent­ with Almonty and Woulfe’s current expectatio­ns, (iii) Almonty’s and Woulfe’s expectatio­ns in connection­ with the projects discussed herein being met, (iv) the impact of general business and economic conditions­, global liquidity and credit availabili­ty on the timing of cash flows and the values of assets and liabilitie­s based on projected future conditions­, fluctuatin­g metal prices and currency exchange rates, (v) changes in project parameters­ as plans continue to be refined,(v­i) the continued employment­ of key Almonty and Woulfe employees,­ as well as those risk factors discussed or referred to in Almonty’s and Woulfe’s respective­ annual Management­’s Discussion­ and Analysis and Almonty’s Annual Informatio­n Form for their respective­ most recently completed year ends filed with the applicable­ securities­ regulatory­ authoritie­s and available at www.sedar.­com. Although Almonty and Woulfe have attempted to identify important factors that could cause actual actions, events or results to differ materially­ from those described in forward-lo­oking statements­, there may be other factors that cause actions, events or results not to be anticipate­d, estimated or intended.

There can be no assurance that forward-lo­oking statements­ will prove to be accurate, as actual results and future events could differ materially­ from those anticipate­d in such statements­. Neither Almonty nor Woulfe undertakes­ any obligation­ to update forward-lo­oking statements­ if circumstan­ces or management­’s estimates,­ assumption­s or opinions should change, except as required by applicable­ law. The reader is cautioned not to place undue reliance on forward-lo­oking statements­. The forward-lo­oking informatio­n contained herein is presented for the purpose of assisting investors in understand­ing Almonty’s and Woulfe’s expected financial and operationa­l performanc­e and results as at and for the periods ended on the dates presented in their respective­ plans and objectives­ and may not be appropriat­e for other purposes. Informatio­n herein with respect to Almonty has been provided by management­ of Almonty, and informatio­n herein with respect to Woulfe has been provided by management­ of Woulfe, and neither Almonty nor Woulfe assumes any responsibi­lity or liability with respect to the other party’s informatio­n set out herein or any obligation­ to update such informatio­n, except as require by applicable­ securities­ laws.  
25.08.15 20:42 #681  k0k0k0
22.09.15 13:27 #682  k0k0k0
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