WATERDOWN, ON AND COEUR D’ALENE, ID, July 13, 2012 /CNW/ – Opta Minerals
Inc. (“Opta Minerals”) (TSX: OPM) and WGI Heavy Minerals, Incorporated
(“WGI”) (TSX: WG) jointly announced today that the parties have entered
into a support agreement (the “Support Agreement”), pursuant to which
Opta Minerals has agreed, subject to the terms and conditions of the
Support Agreement, to make an offer to acquire all of the outstanding
common shares of WGI for C$0.60 in cash per share by way of a take-over
bid (the “Offer”).

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 Offer values WGI at
approximately C$15.45 million on a fully-diluted basis. The 52 week
high for the WGI common shares on the TSX is C$0.51 (on July 15, 2011).

In connection with the execution of the Support Agreement, all of the
directors and officers of WGI and certain of its significant
shareholders, collectively holding approximately 61.3% of the
outstanding WGI common shares on a fully-diluted basis, 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).

The Board of Directors of WGI, upon the recommendation of its special
committee after consultation with its advisors, has unanimously
determined that the Offer is in the best interests of WGI and its
shareholders and recommends that WGI shareholders tender their shares
to the Offer. MPA Morrison Park Advisors Inc. has provided an opinion
to the Board of Directors of WGI to the effect that the consideration
to be received under the Offer is fair, from a financial point of view,
to WGI’s shareholders.

David Kruse, President and Chief Executive Officer, commented, “We are
very pleased to propose this all cash Offer. WGI will be a strategic
acquisition for our industrial minerals segment and will be integrated
with our other businesses. WGI will further expand our geographic
reach to better service current and potential customers throughout the
Americas, Europe, Asia and the Middle East. The acquisition of WGI
will also provide Opta Minerals the opportunity to further leverage our
business in the industrial minerals, steel and magnesium segments.”

Greg Emerson, President and Chief Executive Officer of WGI said, “The
Offer reflects a significant premium to the recent trading price of
WGI’s shares. The Offer, WGI’s alternative strategies and the current
circumstances of the company have been reviewed carefully by a special
committee of the Board of Directors. We believe the Offer provides
fair value to our shareholders and a liquidity opportunity which has
the unanimous support of our Board of Directors.”

Pursuant to the Support Agreement, WGI has a 20 day “go shop” period
during which WGI is permitted, subject to certain conditions, to
solicit and engage in discussions and negotiations with respect to
potential competing acquisition proposals that may lead to a superior
proposal. The go-shop period ends on August 2, 2012. Following the
expiry of the go shop period, WGI may not solicit other acquisition
proposals, but it is entitled to consider unsolicited acquisition
proposals made by third parties and accept superior proposals. Opta
Minerals has the right following the expiry of the go-shop period to
match any acquisition proposal received by WGI that constitutes a
superior proposal. The Support Agreement provides for the payment by
WGI to Opta Minerals of a termination fee of US$500,000 prior to the
expiry of the go-shop period and US$800,000 thereafter in certain
circumstances, including in the event that WGI gives notice to
terminate the Support Agreement in order to enter into a superior
proposal.

The Offer will be subject to certain customary conditions, including
there being deposited under the Offer and not withdrawn at the expiry
time of the Offer such number of WGI common shares that represents at
least 66⅔% of the outstanding WGI common shares calculated on a
fully-diluted basis and there shall not have occurred any change,
condition, event or development which has had, or which could
reasonably be expected to have, a material adverse effect in respect of
WGI. Opta Minerals may waive the conditions of the Offer in certain
circumstances. The Offer is not subject to any financing condition.

Provided that the minimum tender condition is met and Opta Minerals
takes up and pays for the WGI common shares tendered to the Offer, Opta
Minerals has agreed to take steps available to it under relevant
corporate and securities laws to acquire any WGI common shares that
remain outstanding following the completion of the Offer.

Full details of the Offer will be included in Opta Minerals’ take-over
bid circular, which is expected to be mailed with related documents to
WGI shareholders on or prior to July 24, 2012, together with a
directors’ circular which will set out the unanimous recommendation by
the Board of Directors of WGI that WGI shareholders accept the Offer.
The Offer will be open for acceptance for a minimum of 35 days
following the date of mailing.

WGI has engaged McCarthy T trault LLP as its legal advisor in connection
with the Offer. Opta Minerals has engaged Wildeboer Dellelce LLP as
its legal advisor in connection with the Offer.

Copies of the Support Agreement, lock-up agreements, take-over bid
circular, directors’ circular and certain other related documents will
be filed with securities regulators and will be available on SEDAR at www.sedar.com.

WGI also announced today the settlement of certain claims that were
alleged against it by V.V. Mineral in connection with the sale of
Transworld Garnet India (Pvt.) Ltd. (“TGI”) to V.V. Mineral in August
2008. WGI currently has a marketing and sales agreement with V.V.
Mineral and TGI with respect to the distribution of approximately
60,000 tonnes per year of garnet. In connection with this settlement,
entered into concurrently with the Support Agreement, WGI will pay
US$1.0 million into escrow immediately in exchange for a full and final
release of such claims and related future claims with such amount being
released from escrow to an affiliate of V.V. Mineral upon the earlier
of: (a) the acquisition of 66⅔% of WGI’s outstanding common shares; and
(b) 180 days from the effective date of the settlement (the “Outside
Release Date”). If the escrowed amount is released on the Outside
Release Date, WGI can make an election to keep US$500,000 of the escrow
amount in consideration for the cancellation of the release of
liability and only the remaining US$500,000 would be paid to an
affiliate of V.V. Mineral.

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, Qu bec, Louisiana, South Carolina, Virginia,
Maryland, Indiana, Michigan, New York, Texas, Florida, Ohio, Kosice,
Slovakia, and Romans-sur-Isère, 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 relating to: the making of the Offer; the consummation of
the Offer, including any second step transaction necessary to acquire
WGI shares not tendered to the Offer; the mailing of the take-over bid
circular and directors’ circular (and other related Offer documents)
and anticipated timing thereof; the potential benefits to be derived by
Opta Minerals from the acquisition of WGI, including expected
efficiencies and synergies, expanded product offering and geographic
reach and the opportunity to further leverage Opta Minerals’ business
in the industrial minerals, steel and magnesium segments. 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: the failure to satisfy the
conditions of the Offer (including the minimum tender condition);
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 three-month period
ended March 31, 2012 and the “Risk Factors” section of WGI’s Annual
Information Form and its management’s discussion and analysis for the
three-month period ended March 31, 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 intends to or assumes any obligation
to update or revise these forward-looking statements, whether as a
result of new information, future events or otherwise.

SOURCE WGI Heavy Miinerals, Incorporated