Woulfe Mining (Wolfram, Molybden, Gold)

Woulfe commissioned AMC Consultants Pty Ltd. of Melbourne, Australia ("AMC") in August 2014 to undertake a Mineral Resource Update to be reported in accordance with Canadian National Instrument 43-101 for the Sangdong Tungsten Property. This study was based on the additional available data.

The AMC Report details a Mineral Resource estimate carried out by independent Qualifed Person, Dr. Andrew Fowler MAusIMM (CP). The Mineral Resource estimate complies with NI 43-101 and is in line with industry good practice as defined in the Canadian Institute of Mining and Metallurgy and Petroleum (CIM) Mineral Resource, Mineral Reserve Best Practice Guidelines (which is referenced by NI 43-101). The Mineral Resource was estimated using a block modeling approach in Datamine's ™ dynamic anisotropy application.

The following table, extracted from the AMC Report, shows the Mineral Resource and metal content for the Sangdong Property as of September 15, 2014. The cut-off grade of 0.4% WO3 was provided by the Company and was based on an assumed mining method, production rate, metallurgical recovery and metal prices. AMC reviewed these assumptions and considered that they met the requirement of reasonable prospects of eventual economic extraction:

Mineral Resource estimate as of September 2014:

In Dr. Fowler's opinion, the geological data used to inform the Sangdong Property block model estimates above -3 level (594 mRL), were collected in line with industry good practice as defined in the Canadian Institute of Mining and Metallurgy and Petroleum (CIM) Exploration Best Practice Guidelines and the CIM Mineral Resource, Mineral Reserve Best Practice Guidelines. As such, the data are suitable for use in the estimation of Minerals Resources. There is inadequate documentation for the geological data below -3 level, which precludes an assessment of its quality. The resulting uncertainty in the location and/or grade below -3 level is reflected in the Mineral Resource classification.

AMC confirms Measured and Indicated Resources, prepared in accordance with NI 43-101, at the plus 0.4% cut-off grade, of 3.81 million tonnes at a grade of 0.56% WO3 containing 21,336 tonnes of metal. The AMC Report also reports substantially less Inferred Resources compared to the TetraTech Feasibility Study when using the same cut-off grade used by TetraTech, which was 0.15% WO3.

The 2012 TetraTech Feasibility Study produced mineral resource estimates at a cut-off grade of 0.15% WO3 based on a bulk mining approach contemplated at that time. By comparison, the AMC Report, having been delivered to the Company on October 3, 2014, uses a cut-off grade of 0.4% WO3 based on a more selective mining approach currently being considered.

The first phase of development of the Sangdong Property will be focused between Level -1 to the Taebaek Level which are three immediately reachable levels above a further 15 levels to be de-watered progressively after start-up of operations, which all represent reasonable prospects of eventual economic extraction.

In the AMC Report, which is expected to be available on SEDAR at www.sedar.com within 45 days, AMC recommends that Woulfe continue to investigate the lower levels down to -16 Level as the mine is progressively de-watered in the future, and to grid drill the thicker part of the Hanging Wall Mineralization from the -1 to Taebaek levels, which represents 75% of the inferred resources and contains widely spaced historic drill intersections containing plus 0.5% WO3 across ten plus meters. Grid drilling of the Hanging Wall Mineralization commenced in late September 2014 and is expected to finish during November 2014.

Woulfe is now developing a revised mining plan adapted to the Mineral Resource Model established by AMC. The new mining plan is anticipated to be substantially different from the 2012 TetraTech Feasibility Study.

The mining plan is expected to be completed by early November 2014 and will be an important building block in the finalization of the revised Feasibility Study expected to be completed by the end of calendar 2014.

The technical information disclosed in this press release was reviewed and approved by Mr. Andrew P. Fowler, AusIMM CP (Geo), Phd, of AMC, who is a "Qualified Person" as defined in NI 43-101.

On Behalf of the Board of Directors

Woulfe Mining Corp.

Michel Gaucher, CEO and Director

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Woulfe's Sangdong phase 1 NPV at $121-million (U.S.)

2014-12-17 09:39 ET - News Release



Mr. Michel Gaucher reports

WOULFE MINING CORP.: SANGDONG PROJECT UPDATE

Woulfe Mining Corp. is providing a shareholder update on the Sangdong tungsten project in the Republic of Korea.

Results of the latest financial model update are set out in the attached table.

             PHASE 1 (i) MINING PLAN OPTIONS FOR MINUS 1 TO TAEBAEK LEVELS
   (Using 65-per-cent tungsten trioxide concentrate price of $15,000 (U.S.) per tonne)
                                                                           
Annual mill feed production rate
(tonnes per year)                                      633,000 tpy               792,000 tpy
Annual revenue, WO3 concentrate (ii)          $46.6-million (U.S.)      $58.3-million (U.S.)
Earnings before interest, taxes,
depreciation and amortization -- annual       $23.6-million (U.S.)      $30.1-million (U.S.)
EBITDA per share                                         7.5 cents                 9.5 cents
Pretax internal rate of return                         36 per cent               39 per cent
Net present value at 8-per-cent
discount rate                                  $114-million (U.S.)       $121-million (U.S.)

All figures above are 75 per cent of total project values and attributable to Woulfe after
the transaction with International Metal working Companies BV (IMC).

Reserves included in phase 1                    6.4 million tonnes grading 0.49 per cent WO3
Annual production rate                              633,000 tonnes            792,000 tonnes
WO3 processing plant recovery rate                     85 per cent               85 per cent
Annual WO3 concentrate production                     4,139 tonnes              5,178 tonnes
Preproduction capital expenditures (iii)      $73.4-million (U.S.)      $78.4-million (U.S.)
Mine life                                                 10 years               Eight years

(i) Three levels out of 20 levels in phase 1.
(ii) No APT downstream minority revenue participation should have been included since
    February, 2012.
(iii) Capital expenditure using all new equipment, including processing equipment from
     China, and includes a 15-per-cent contingency.


The financial analysis uses part of the 2012 TetraTech Inc. reserves.

Woulfe Mining received the TetraTech feasibility study for the Sangdong project in mid-2012. Review of the TetraTech study in 2013 by significant shareholder Dundee Corp. has been followed, starting in May, 2014, by derisking critical elements of the project, involving:

Additional 7,200 metres of definition drilling and 470 geotechnically logged holes;
Phase 1 mining detailed resource model by AMC Consultants Pty. Ltd. -- September, 2014;
Highly detailed mining plan using targeted and selective mining methods -- November, 2014;
Substantially reduced capital expenditures from $151-million (U.S.) to $73.4-million (U.S.) and $78.4-million (U.S.), for the 633,000- and 792,000-tonne-per-year options, respectively, in processing plant and mining development.


Update

Phase 4 and 5 drilling programs totalling approximately 7,200 metres of diamond drilling increased the mineral resources confidence. This infill drilling was on 20 metres centres instead of on the previous 40 metre centres.

The TetraTech calculated Probable Reserve of 13.3-million tonnes at a grade of 0.425 % WO3 was for the entire deposit (for all 20 levels). In addition TetraTech included Inferred Resources in the HW Zone of 23.1-million tonnes at a grade of 0.66% WO3. A new NI 43-101 compliant resource block model and resource estimate for a section of the deposit above -3 level, was prepared to Feasibility Study accuracy for purposes of NI 43-101 by AMC Mining Consultants Pty. Ltd. of Australia ("AMC"). This was completed during the 3rd Quarter of 2014 and included Phases 4 and 5 drilling results. AMC's resource estimate included 3.81-million tonnes at a grade of 0.56% WO3 Measured and Indicated Resources & Inferred Resources in the HW Zone of 7.93-million tonnes at a grade of 0.68% WO3 (using a 0.40% WO3 cutoff grade).

During October, 2014, Woulfe commenced drilling the HW Zone above -1 level in a Phase 6 drilling program. The drilling by Woulfe so far has outlined Indicated Resources of 419,000 tonnes at a grade of 0.95% WO3 (using a 0.35% WO3 cutoff grade) undiluted, representing 6% of the total volume associated with the Inferred Resources above -3 level. The drill tested contained metal content therefore is substantially higher than predicted. Drilling continues with the aim of converting a further 3-million tonnes of Inferred Resources, above -3 level, to the Indicated Resources category, by early 2015.

Rock mechanics and stope design analysis data was substantially increased by undertaking oriented core drilling and increasing geotechnical logging of drill holes. Turner Mining and Geotechnical Pty. Ltd. of Australia, retained originally by TetraTech, completed the rock mechanics analysis to Feasibility Study accuracy for purposes of NI 43-101. Rock mass data from less than 30 drillholes was increased to data from over 500 drillholes and included in excess of 40,000 measurements.

The TetraTech high volume bulk mining method was necessarily reviewed. Based on the AMC resource model, the mining method was fundamentally changed to adapt to the variable nature of the mineralization envelopes. The new mining model and associated operating costs estimated to Feasibility Study accuracy, for purposes of NI 43-101, were completed by Services Miniers PRB Inc. of Val d'Or, Canada ("PRB") and A-Z Mining Professionals Limited of Thunder Bay, Canada.

The TetraTech processing plant flowsheet included the key use of a Chinese proprietary collector, of unknown composition, and whose supply would not be guaranteed. To eliminate this concern, an alternative collector was tested and found to provide better results than the Chinese product. Commissioned by Woulfe, this work was supervised by Mr. Rod Elvish, metallurgist, of Australia, who had previously been retained by TetraTech for Feasibility Study metallurgical testwork and process flowsheet design. The reduced mining rate and de-risking of capital expenditures indicated a significantly smaller (50%) processing plant would be optimal. Bumigeme Inc. of Montreal, Canada has just completed a Preliminary Economic Assessment accuracy design and cost estimates on the processing plant, based on the Chinese 20 tonne pilot plant test flowsheet. Woulfe also revisited the use of gravity separation to reduce the mill feed portion sent to flotation. Testwork just completed at SGS Lakefield in Canada confirmed the use of flotation on all mill feed for WO3 recovery. The processing plant flowsheet is similar to that proposed by TetraTech, using flotation to produce a 65% WO3 concentrate.

Environmental studies and approvals have been completed. Permits required for the present state of project advancement have been awarded.

Combining the AMC updated resource estimate and the mining study by PRB identifies reserves of approximately 6.4-million tonnes at a grade of 0.49% WO3. An updated project financial model including the reserves and potentially mineable resources was developed to ensure project viability continues.

An updated Feasibility Study will be completed by Woulfe's consultants during the 1st Quarter of 2015. The main outstanding components requiring completion to the amended NI 43-101 Feasibility Study accuracy are:

Processing plant engineering and cost estimates
A detailed Hydrogeology study


The Feasibility Study team consists of:

A-Z Mining Professionals Limited         Study management, financial        
                                        analysis & report preparation      
AMC Consultants Pty. Ltd.                Geology and resources              
Rod Elvish                               Metallurgy                        
Services Miniers PRB Ltd.                Mining                            
Turner Mining & Geotechnical Pty. Ltd.   Geotechnical                      
Bumigeme Inc.                            Processing                        


The completed Feasibility Study will, based on a positive study, be followed immediately by project financing and construction.

Malcolm Buck, P. Eng. of A-Z Mining Professionals Limited, a "Qualified Person" under National Instrument 43-101, supervised preparation of the information that forms the basis of the written disclosure in this news release.

(2) The IMC $US 10-million loan, due December 15, 2014, has been extended to September 15, 2015, on the condition that the minority interest of Woulfe in a downstream APT operation be cancelled. There was no assurance of a revenue stream to Woulfe as a minority participant and 100% leveraged participant in this operation.

We seek Safe Harbor.

© 2014 Canjex Publishing Ltd. All rights reserved.

The NPV is useful to a company and a bank or an investor as the basis to negotiate a loan or investment.  For instance, the old mine plan of Woulfe had an NVP of 400+M calculated for $400 APT.  That and the off-take contract from IMC would have been sufficient to ask for a 200M commercial loan to start the mine. However, at $300 APT the NPV of the old mine plan becomes much smaller, which might have caused a denial of the commercial loan.  At $300 APT the new plan may even have a higher NPV (160M, including the IMC part) than the old plan.  The NPV will change with the price of tungsten or if the cost of operating the mine changes, or if new ore is added to the proven reserve.  For instance the addition of the hanginwall ore (coming up early next year) will significantly increase the NPV.  Also the progressive addition of the lower levels to the proven resources after dewatering will increase the NPV.  It is important that the NVP should be: 1) strongly positive; and 2) at least double the investment required to get the mine going. Once the mine starts it is up to management if they are good to increase the value of the company by progressively unlocking its resources.

Read more at www.stockhouse.com/companies/bullboard/...#XDLslc6bf1Qc6iAr.99

The eight diamond drill holes confirmed a well-defined resource of 419,000 tonnes at a grade of 0.66% WO3 in the HW Deposit.

These extremely encouraging results from the Phase 6 Drilling Programme are from drilling in one area of AMC's approximately 11 million tonnes of Inferred Resources. Woulfe will only re-assess the conversion rate of Inferred Resources to potentially mineable resources when a number of areas within the Inferred Resources have been drill tested and correlated to the AMC 2014 block model.

Until new reserves, potentially mineable resources or other project related metrics are announced, Woulfe will continue to rely on the financial returns predicted in the December 17, 2014 press release.

On Behalf of the Board of Directors

Woulfe Mining Corp.

Michel Gaucher, CEO and Director


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   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.

Advisors

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.almonty.com 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.woulfemining.com 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.