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     1386  0 Kommentare Almonty Industries and Woulfe Mining Announce Proposed Merger to Create the Leading Tungsten Producer Outside of China - Seite 4

    Certain members of management, directors and key shareholders of Woulfe, including Dundee Corp., have expressed their willingness to enter into support agreements to, among other things, vote their common shares in favour of the matters relating to the Merger.

    Subject to the execution of the definitive agreement and satisfaction of all closing conditions, the Merger is expected to be completed in April 2015.

    BRIDGE LOAN

    Almonty has today provided Woulfe with a C$150,000 unsecured bridge loan, and up to a further C$150,000 unsecured bridge loan will be made available upon the execution of the definitive agreement (the "Bridge Loan") which will be used for basic working capital needs. The Bridge Loan will mature on the earlier of April 30, 2015 or closing of the Merger, subject to extension with the agreement of Almonty, will bear an interest rate of 12% per annum payable at maturity and will rank pari passu with Dundee Corporation's existing unsecured convertible debt of Woulfe.

    ADVISORS AND LEGAL COUNSEL

    Dundee Capital Markets is acting as financial advisor to Almonty and Wildeboer Dellelce LLP is acting as legal counsel to Almonty and its Board of Directors.

    Woulfe has retained, for its due diligence of the Almonty assets and operations, the services of Micon International UK. A fairness opinion will be provided to Woulfe's Special Committee and Board by a yet to be chosen expert. Armstrong Simpson is acting as legal counsel to Woulfe and its Board of Directors.

    ADDITIONAL INFORMATION

    Additional information about Almonty Industries Inc. and Woulfe Mining Corp. is available by visiting Almonty's website at www.almonty.com or Woulfe's website at www.woulfemining.com or under their profiles on SEDAR 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.

    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.

    Forward-Looking Statements

    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 relating to completion of the combination of Almonty and Woulfe and the expected timing of completion, statements regarding the cash balance of MergeCo at closing, statements regarding the expected benefits to Almonty shareholders and Woulfe shareholders of the proposed transaction.

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    Verfasst von Marketwired
    Almonty Industries and Woulfe Mining Announce Proposed Merger to Create the Leading Tungsten Producer Outside of China - Seite 4 TORONTO, ONTARIO and VANCOUVER, BRITISH COLUMBIA--(Marketwired - Jan. 27, 2015) - Almonty Industries Inc. ("Almonty") (TSX VENTURE:AII) and Woulfe Mining Corp. ("Woulfe") (CSE:WOF)(FRANKFURT:OZ4) are pleased to announce that they have entered into a …

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