Early Warning Report Filed Under National Instrument 62-103

TORONTO, Sept. 23, 2011 /CNW/ -

1. Name and address of the Offeror
   
  Almonty Partners LLC
Suite 1, 178 Suffolk Street
New York, NY 10002, USA
   
  Almonty Partners LLC ("Almonty") is a privately held limited liability investment company  in respect of which Lewis Black and Daniel D'Amato are each members.
   
2. The designation and number or principal amount of securities and the Offeror's securityholding percentage in the class of securities of which the Offeror acquired ownership or control in the transaction or occurrence giving rise to the obligation to file the news release, and whether it was ownership or control that was acquired in those circumstances.
   
  On September 23, 2011 Almonty acquired registered ownership and voting control of 13,850,420 common shares (the "Common Shares") in the capital of Almonty Industries Inc. (the "Company") in connection with the completion of the Company's acquisition (the "Transaction") of 7887523 Canada Inc. ("Canco"). The Common Shares represent approximately 37.4% of the issued and outstanding common shares of the Company (based on 37,011,441 Almonty Shares stated to be outstanding as of September 23, 2011 by the Company in the Company's September 23, 2011 news release). The Common Shares were issued to Almonty in exchange for 13,850,420 common shares in the capital of Canco held by Almonty prior to the completion of the Transaction.
   
  In connection with the Transaction, Canco completed a private placement (the "Financing") under which Daniel D'Amato subscribed for 988,000 subscription receipts of Canco (the "Subscription Receipts") for $1.00 per Subscription Receipt. Prior to the completion of the Transaction and upon satisfaction of specified escrow release conditions, each Subscription Receipt automatically exchanged, without payment of any additional consideration, for one common share in the capital of Canco which was subsequently exchanged in connection with the Transaction for one common share in the capital of the Company. The common shares of the Company held by Daniel D'Amato represent approximately 2.67% of the issued and outstanding common shares of the Company (based on 37,011,441 Almonty Shares stated to be outstanding as of September 23, 2011 by the Company in the Company's September 23, 2011 news release).
   
  The Transaction constituted the Qualifying Transaction of the Company under the policies of the TSX Venture Exchange. The Transaction closed on September 23, 2011. A full description of the Transaction has been provided in the Company's filing statement dated September 14, 2011, as filed on SEDAR. Lewis Black was appointed Chairman, President and Chief Executive Officer and Daniel D'Amato was appointed a director of the Company upon closing.
   
  By virtue of the Limited Liability Company Agreement of Almonty, Lewis Black and Daniel D'Amato have investment discretion with regard to the securities owned and controlled by Almonty. As such, Lewis Black and Daniel D'Amato have the power to direct the vote and to direct the disposition of the Common Shares that are owned and controlled by Almonty.
   
3. The designation and number or principal amount of securities and the Offeror's securityholding percentage in the class of securities immediately after the transaction or occurrence giving rise to the obligation to file a news release.
   
  After giving effect to the Transaction, Almonty is the registered owner and has voting control over 13,850,420 Common Shares representing approximately 37.4% of the outstanding common shares of the Company (based upon the 37,011,441 Common Shares stated to be outstanding as of September 23, 2011 by the Company in the Company's September 23, 2011 news release). In addition, after giving effect to the Transaction, Daniel D'Amato is the owner and has control over 988,000 common shares of the Company.
   
4. The designation and number or principal amount of securities and the percentage of outstanding securities of the class of securities referred to in paragraph 3 over which:
  (i)  the Offeror, either alone or together with joint actors, has ownership and control,
     
    Almonty directly has ownership and control over an aggregate of 13,850,420 Common Shares representing approximately 37.4% of the issued and outstanding common shares of the Company.
     
  (ii)  the Offeror, either alone or together with joint actors, has ownership but control is held by other persons or companies other than the Offeror or any joint actor,
     
    Not applicable.
     
  (iii)  the Offeror, either alone or together with joint actors, has exclusive or shared control but does not have ownership.
     
    Not applicable.
     
5. The name of the market in which the transaction or occurrence that gave rise to the news release took place.
   
  The common shares of the Company are listed on the TSX Venture Exchange. Almonty acquired the Common Shares pursuant to Transaction.
   
6. The value, in Canadian dollars, of any consideration offered per security if the Offeror acquired ownership of a security in the transaction or occurrence giving rise to the obligation to file a news release.
   
  The Common Shares were issued to Almonty in connection with and upon completion of the Transaction on a one-for-one basis in exchange for common shares of Canco. The Common Shares may be considered to have a value of $1.00 per Common Share based on the Financing
   
7. The purpose of the Offeror and any joint actors in effecting the transaction or occurrence that gave rise to the news release, including any future intention to acquire ownership of, or control over, additional securities of the reporting issuer.
   
  Almonty acquired the Common Shares in connection the Transaction (described in item 2 above) for investment purposes. Subject to applicable securities laws, stock exchange requirements and contractual restrictions, Almonty may, from time to time and at any time, acquire additional common shares of the Company and/or other equity, debt or other securities or instruments (collectively, "Securities") of the Company in the open market or otherwise and reserves the right to dispose of any or all of its Securities in the open market or otherwise, at any time and from time to time, and to engage in any hedging or similar transactions with respect to the Securities.
   
8. The general nature and the material terms of any agreement, other than lending arrangements, with respect to securities of the reporting issuer, entered into by the Offeror, or any joint actor, and the issuer of the securities or any other entity in connection with the transaction or occurrence giving rise to the news release, including agreements with respect to the acquisition, holding, disposition or voting of any securities.
   
  As registered holder of the Common Shares, Almonty has entered into a Tier 1 value escrow agreement in respect of the Common Shares in accordance with the policies of the TSX Venture Exchange (the "Escrow Agreement"). Pursuant to the terms of the Escrow Agreement, 25% of the Common Shares will be released from escrow upon issuance by the TSX Venture Exchange of its bulletin in connection with the completion of the Qualifying Transaction (the "Bulletin"), and 25% will be released on each of the dates that is 6 months, 12 months and 18 months from the date of the Bulletin.
   
  In connection with the Financing, Almonty, Lewis Black, Daniel D'Amato and certain other parties executed an undertaking in favour of the agents not to offer or sell, agree to offer or sell, or enter into an arrangement to offer or sell any common shares of the Company or other Securities (the "Undertakings") unless: (i) such security holder first obtains the written consent of the agents, such consent not to be unreasonably withheld, or (ii) there occurs a take-over bid or similar transaction involving a change of control of the Company. The Undertakings expire on the date that is 120 days following the closing of the Financing.
   
9. The names of any joint actors in connection with the disclosure required by this form.
   
  See item 1, above.
   
10. In the case of a transaction or occurrence that did not take place on a stock exchange or other market that represents a published market for the securities, including an issuance from treasury, the nature and value in Canadian dollars of the consideration paid by the Offeror.
   
  See item 2 and item 6, above.
   
11. If applicable, a description of any change in any material fact set out in a previous report by the entity under the early warning requirements or Part 4 of National Instrument 62-103 in respect of the reporting issuer's securities.
   
  Not applicable.
   
12. If applicable, a description of the exemption from securities legislation being relied on by the Offeror and the facts supporting that reliance.
   
  The Common Shares were acquired using the take-over bid exemption under National Instrument 45-106 - Prospectus and Registration Exemptions.

DATED September 23, 2011.

                ALMONTY PARTNERS LLC
                 
                By: Lewis Black  
                Name: Lewis Black
                    Title: Managing Member



 

SOURCE Almonty Partners LLC

Organization Profile

Almonty Partners LLC

More on this organization


Custom Packages

Browse our custom packages or build your own to meet your unique communications needs.

Start today.

CNW Membership

Fill out a CNW membership form or contact us at 1 (877) 269-7890

Learn about CNW services

Request more information about CNW products and services or call us at 1 (877) 269-7890