Part of the agreement is for WOF to sell 90% of it's Tungsten to IMC,and it is still in force,which means WOF already has a buyer......Vancouver, BC, Canada -- February 28th, 2012 -- Woulfe Mining Corp. ("Woulfe" or the "Company") (TSX-V: WOF, OTCQX: WFEMF, 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.
