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Opta Minerals Commences Formal Take-over Bid To Acquire WGI Heavy Minerals

Stocks in this article: WG

WATERDOWN, ON, and COEUR D'ALENE, IDAHO, July 25, 2012 /CNW/ - Opta Minerals Inc. ("Opta Minerals") (TSX: OPM) and WGI Heavy Minerals, Incorporated ("WGI") (TSX: WG) jointly announced today that Opta Minerals has formally commenced its offer to acquire all of the outstanding common shares of WGI for C$0.60 in cash per share (the "Offer").

The Offer is open for acceptance until 5:00 p.m. ( Toronto time) on August 29, 2012, unless the Offer is extended or withdrawn.

The Offer price of C$0.60 per WGI common share represents a premium of 140% to the closing price of WGI common shares on the TSX on July 12, 2012 (the last trading day prior to the announcement of the Offer) and 114% to the volume weighted average price of WGI common shares on the TSX for the 20-day period ended July 12, 2012. The 52 week high for the WGI common shares on the TSX, as at July 13, 2012, was C$0.51 (on July 15, 2011).

The Board of Directors of WGI, upon the recommendation of its special committee after consultation with its legal advisors, has unanimously determined that the Offer is in the best interests of WGI and its shareholders and unanimously recommends that WGI shareholders tender their shares to the Offer. The recommendation of the Board of Directors of WGI is supported by a fairness opinion provided by MPA Morrison Park Advisors Inc. to the Special Committee of the Board of Directors of WGI.

All of the directors and officers of WGI and certain of its significant shareholders, collectively holding common shares and options to acquire common shares representing approximately 61.3% of the outstanding WGI common shares on a fully-diluted basis, have entered into lock-up agreements with Opta Minerals, pursuant to which they have agreed to tender to the Offer all of the WGI common shares held by them (including common shares issuable upon exercise of options).

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