[Marinir] {Disarmed} Halted News: Woulfe Mining (TSX-V: WOF) Signs Major Strategic Arrangement
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Tue Feb 28 15:21:27 CET 2012
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Woulfe Mining Corp. and International Metalworking
Strategic Agreements
Woulfe Mining Corp. "Company") (TSX-V: WOF
http://www.stockwatch.com/Quote/Detail.aspx?action=go&symbol=WOF®ion=C&lookup=symbol&snapshot=default
, OTCQX: WFEMF
http://www.stockwatch.com/Quote/Detail.aspx?action=go&symbol=WFEMF®ion=U&lookup=symbol&snapshot=default
, Frankfurt: OZ4) is pleased to announce that Woulfe and its 100%-owned
tungsten/molybdenum South Korean subsidiary, Sangdong Mining Corporation
("Sangdong"), have entered into agreements for a strategic arrangement
with IMC International Metalworking Companies B.V. ("IMC") and certain
of IMC's affiliates.
The closing of the transaction is subject to customary closing
conditions, including the satisfactory conclusion of due diligence by
IMC, the receipt of applicable regulatory approvals and other matters
set forth in full in the relevant agreements. The basis of the strategic
arrangement is as follows:
IMC will immediately advance CDN$5 million to Sangdong, pursuant to a
loan agreement, for purposes of project advancement pending the closing
of the transaction;
IMC has agreed to acquire a 25% interest in Sangdong for cash
consideration totalling CDN$35 million;
Woulfe and IMC have agreed to jointly establish a Korean company ("APT
JV"), which will be owned 45% by Woulfe and 55% by IMC. The parties will
invest up to CDN$15.75 million and CDN$19.25 million, respectively, into
the APT JV to build a facility in Korea for the processing of tungsten
concentrate to be purchased from Sangdong into tungsten APT. IMC has
agreed to make available to Woulfe a loan for Woulfe's portion of the
APT JV investment;
The APT JV has agreed to acquire no less than 90%, and up to 100%, of
Sangdong's tungsten concentrate production pursuant to an off-take
agreement, which will be guaranteed by IMC;
IMC has agreed to acquire no less than 90%, and up to 100%, of the APT
JV's available APT production pursuant to a separate off-take agreement.
Comment from Brian Wesson, CEO of Woulfe:
"We are excited and honoured to have concluded our negotiations for the
strategic alliance of the Company with IMC. We believe that working with
one of the world's largest tungsten end users, which has operations in
Korea as well as throughout the world, is extremely beneficial for
Woulfe Mining Corp. and all of the Company's stake holders who have
supported us over the last two years.
The strategic arrangement brings funds immediately into Sangdong to
allow the project to be advanced beyond design and begin development in
the spring, by providing for an initial CDN$5 million to be injected
into the project immediately in the form of a loan.
Subject to customary closing conditions, including the satisfactory
conclusion of due diligence by IMC, the receipt of applicable regulatory
approvals and other matters set forth in full in the relevant
agreements, IMC will invest a further CDN$35 million in equity to
acquire 25% of Sangdong and will invest up to a further CDN$19.25
million into a new Korean joint venture with the Company. The joint
venture will design and build a tungsten APT manufacturing facility and
will be owned jointly by Woulfe and IMC, 45% and 55%, respectively.
Subject to the terms of the relevant agreements, Woulfe will have to
option to finance its 45% ownership of the APT joint venture through an
up to CDN$15.75 million loan, to be made available to Woulfe by IMC,
which may be repaid in tungsten concentrate produced by Sangdong.
Alternatively, Woulfe may inject equity directly into the new APT joint
venture without taking any loan from IMC.
A key component of the transaction is that IMC has agreed to purchase a
guaranteed minimum quantity of 90% of the tungsten product produced by
the entities. I expect the security of this arrangement to significantly
support the Company's ability to secure additional financing for the
tungsten project. The agreements with IMC also provide IMC the option to
offer the Company additional financing in connection with the project."
On Behalf of the Board of Directors
Woulfe Mining Corp.
"Brian Wesson"
Brian Wesson (FAusIMM)
President, CEO and Director
About Woulfe Mining Corp.
Woulfe Mining Corp. is a TSX-V listed company with a diversified
portfolio of mining licenses for tungsten, molybdenum, gold, base metals
and uranium-vanadium in South Korea.
The company's current projects include the Sangdong tungsten-molybdenum
mine, historically, one of the largest tungsten mines in the world; the
Muguk gold-silver mine, formerly South Korea's largest gold mine, as
well as a number of other properties with significant known
mineralization and excellent regional exploration potential.
Woulfe has high expectations for near-term, low-cost production. The
company has assembled a highly skilled, in-country, bilingual technical
team and a board of directors with an outstanding track record of
success.
About IMC International Metalworking Companies B.V.
IMC International Metalworking Companies provide a comprehensive range
of tools for the full scope of metalworking applications. The group is
dedicated to a philosophy of continuous improvement and innovation in
all facets of its operations, including manufacturing, product
development, distribution, sales, and administrative functions. IMC's
products are manufactured in a global network of world-class,
technologically advanced manufacturing campuses, the largest located in
Tefen, Israel, and including facilities in the United States; Korea;
Brazil; China; Germany; India; Italy and Japan; and sold through
subsidiary offices and agents located in 61 major industrial countries
worldwide.
For more information, please contact:
Nicola Street Capital
Nick Smith
Mobile phone +1 (415) 595-0865
nsmith at nicolastreetcapital.com
or
Renmark Financial Communications
Barbara Komorowski
Office phone +1 (514) 939-3989
bkomorowski at renmarkfinancial.com
or
Woulfe Mining Corp.
Administration Office
+1 604 684 6264
+1 604 684 6242 (FAX)
info at woulfe.com.au
www.woulfemining.com
http://www.woulfemining.com
Neither TSX Venture Exchange nor its Regulation Services Provider (as
that term is defined in the policies of the TSX Venture Exchange)
accepts responsibility for the adequacy or accuracy of this release.
Forward-looking statements and forward-looking information by their
nature are based on assumptions and involve known and unknown risks,
uncertainties and other factors which may cause the actual results,
performance or achievements of the Company to be materially different
from any future results, performance or achievements expressed or
implied by such forward-looking statements or information. We have made
certain assumptions about the forward-looking statements and information
and even though our management believes that the assumptions made and
the expectations represented by such statements or information are
reasonable, there can be no assurance that the forward-looking statement
or information will prove to be accurate. Furthermore, should one or
more of the risks, uncertainties or other factors materialize, or should
underlying assumptions prove incorrect, actual results may vary
materially from those described in forward-looking statements or
information. These risks, uncertainties and other factors include, among
others, the following: commodity price volatility; discrepancies between
actual and estimated production, mineral reserves and resources and
metallurgical recoveries; mining operational and development risk;
litigation risks; regulatory restrictions, including environmental
regulatory restrictions and liability; failure to complete the strategic
arrangement described in this release, including because of the failure
to satifsy the conditions to closing of the transaction, risks of
sovereign investment; currency fluctuations; speculative nature of
mineral exploration; global economic climate; dilution; share price
volatility; competition; loss of key employees; additional funding
requirements. There can be no assurance that forward-looking statements
or information will prove to be accurate, as actual results and future
events could differ materially from those anticipated in such
statements. Accordingly, you should not place undue reliance on the
forward-looking statements or information contained herein. Except as
required by law, we do not expect to update forward-looking statements
and information continually as conditions change and you are referred to
the full discussion of the Company's business contained in the Company's
reports filed with the appropriate regulatory authorities.
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