|By Marketwire .||
|August 29, 2012 08:00 PM EDT||
WATERDOWN, ONTARIO and COEUR D'ALENE, IDAHO -- (Marketwire) -- 08/30/12 -- Opta Minerals Inc. ("Opta Minerals") (TSX:OPM) and WGI Heavy Minerals, Incorporated ("WGI") (TSX:WG) jointly announced today that as of as of 5:00 p.m. (Toronto time) on August 29, 2012, 22,281,816 common shares of WGI, representing approximately 94.0% of the issued and outstanding common shares of WGI on a fully-diluted basis, had been validly deposited to the offer by Opta Minerals to acquire all of the outstanding common shares of WGI for C$0.60 cash per share (the "Offer"). Opta Minerals has determined that all of the conditions to the Offer have been satisfied and Opta Minerals has taken up all such deposited shares and will pay for all such shares on or prior to September 4, 2012.
As the Offer was accepted by holders of more than 90% of the issued and outstanding WGI common shares, Opta Minerals intends to exercise its rights under the compulsory acquisition provisions of the Business Corporations Act (British Columbia) to acquire all of the outstanding WGI common shares not tendered to the Offer. Opta Minerals intends to mail a notice of compulsory acquisition to all remaining holders of WGI common shares shortly.
Upon completion of the compulsory acquisition, Opta Minerals intends to take the necessary steps to delist the WGI common shares from the Toronto Stock Exchange and to apply to have WGI cease to be a reporting issuer in all applicable Canadian jurisdictions.
About Opta Minerals
Opta Minerals is a vertically integrated provider of custom process optimization solutions and related materials for use primarily in the steel, foundry, loose abrasive cleaning and municipal water filtration industries. The company currently has production and distribution facilities in Ontario, Quebec, Saskatchewan, Louisiana, South Carolina, Virginia, Maryland, Indiana, Michigan, New York, Texas, Florida, Ohio, Kosice, Slovakia, and Romans-sur-Isere, France and has one of the broadest product lines in the industry.
About WGI Heavy Minerals
The principal business of WGI is the processing and sale of industrial abrasive minerals and the sourcing, assembly and sale of ultra-high pressure waterjet cutting machine replacement parts and components. The company, through its subsidiaries, markets and sells abrasive products and services and waterjet replacement parts globally.
Forward Looking Information
Certain statements in this release constitute forward-looking statements within the meaning of applicable securities laws. Forward-looking statements in this press release include, without limitation, statements regarding the timing of payment and the consideration to be paid by Opta Minerals for WGI common shares deposited pursuant to the Offer, the acquisition by Opta Minerals of WGI common shares not deposited prior to the expiry of the Offer pursuant to a compulsory acquisition transaction, the mailing of the notice of compulsory acquisition and Opta Minerals' intention to take the necessary steps to delist the WGI common shares from the Toronto Stock Exchange and to apply to have WGI cease to be a reporting issuer in all applicable Canadian jurisdictions. Words such as "may", "would", "could", "should", "will", "anticipate", "believe", "plan", "expect", "intend", "potential" and similar expressions may be used to identify these forward-looking statements although not all forward-looking statements contain such words.
Forward-looking statements involve significant risks, uncertainties and assumptions. Many factors could cause actual results, performance or achievements to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements, including, risks associated with the Offer and acquisitions generally, such as: completion of the acquisition may be more costly than expected; the inability of Opta Minerals to successfully integrate the businesses of WGI; the inability of Opta Minerals to achieve the anticipated benefits from the acquisition or it may take longer than expected to achieve those benefits; and the risk of unexpected costs or liabilities relating to the acquisition. Other risks include: the impact of general economic conditions; industry conditions; currency fluctuations; risks associated with foreign operations; governmental and environmental regulation; competition from other industry participants; cancellations of or the failure to renew purchase orders; production and delivery issues; quality, pricing and availability of raw materials; mining risks; and the other risks identified in the "Risk Factors" section of Opta Minerals' Annual Information Form and its management's discussion and analysis for the six-month period ended June 30, 2012 and the "Risk Factors" section of WGI's Annual Information Form and its management's discussion and analysis for the six-month period ended June 30, 2012 (copies of which, in each case, may be obtained at www.sedar.com) should be considered. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results, performance or achievements may vary materially from those expressed or implied by this press release. These factors should be considered carefully and reader should not place undue reliance on the forward-looking statements. These forward-looking statements are made as of the date of this press release and, other than as required by law, neither Opta Minerals nor WGI assumes any obligation to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise.
Opta Minerals Inc.
President and Chief Executive Officer
Opta Minerals Inc.
Chief Financial Officer
WGI Heavy Minerals, Incorporated
President and Chief Executive Officer