Almonty Industries and Woulfe Mining Announce Proposed Merger to Create the Leading Tungsten Producer Outside of China - Seite 3

• Increased resource diversification and access to a large tungsten deposit in Sangdong
• Management and technical team proven to be capable of achieving asset's maximum potential, from construction, to start up and operations
• Accretive on a EV / Resource basis
• In-line with management's "roll-up" strategy to reach critical mass and dictate WO₃ pricing and/or become a highly attractive acquisition target

BENEFITS TO WOULFE SHAREHOLDERS

• Resource diversification geographically with access to two producing assets and one late-stage development asset
• Significant premium on a 30-day VWAP basis
• Management team additions with extensive tungsten operational and turnaround expertise
• Immediate capital injection and increased access to project financing for accelerated build out of Sangdong

MANAGEMENT AND BOARD

MergeCo's management and board will reflect the collective strengths of both companies, having years of experience of direct tungsten experience across the globe. It is anticipated that the executive management of MergeCo will be led by a team managing Almonty's assets with the addition of key Woulfe executive team members, who will continue to manage and operate the South Korean operations. Discussions regarding MergeCo's Board of Directors are currently underway.

SUMMARY OF THE TRANSACTION

It is anticipated that the Merger will be completed by way of a plan of arrangement, resulting in Woulfe becoming a wholly-owned subsidiary of Almonty at closing.

Based on the current common shares outstanding of both Almonty and Woulfe, Woulfe shareholders will own approximately 41% to 48% of the shares of MergeCo upon completion of the Merger and Almonty will own approximately 59% to 52% of the common shares of MergeCo. Based on 30-day VWAP closing on January 26, 2015, the C$0.08 fixed price represents a 22.7% premium to Woulfe shareholders.

Following completion of the Merger, outstanding options, warrants and debt convertible to acquire common shares of Woulfe will be exercisable to acquire common shares of Almonty on the basis of the above common share exchange ratio.

The transaction is subject to completion of due diligence, the execution of a definitive agreement reflecting the terms set out in the LOI, and the approval of the Woulfe shareholders requiring a favourable vote of 66 2/3% of the votes cast at a meeting to be held as soon as practicable following execution of the definitive agreement, in addition to other customary closing conditions, including receipt of court and all regulatory and stock exchange approvals. Woulfe has also agreed to non-solicitation restrictions, including Almonty's right to match any superior proposals, and a break fee equal to 3.75% of equity value payable to Almonty under certain circumstances.