Consolidated Financial Statements for June 30, 2013 & 2012
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19. Proposed transaction with IMC:
During the year ended June 30, 2012, the Company and its 100%-owned tungsten/molybdenum South
Korean subsidiary, Sangdong Mining Corporation (“Sangdong”), 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 advanced an aggregate of $5,000,000 to Sangdong (subsequently increased to $10,000,000) (note
12), pursuant to a loan agreement, as amended, for purposes of project advancement pending the
closing of the transaction;
IMC agreed to acquire a 25% interest in Sangdong, the Company’s 100%-owned subsidiary, for cash
consideration totalling $35,000,000;
The Company and IMC have agreed to establish a Korean company (“APT Co.”), which will be
beneficially owned 45% by the Company and 55% by IMC. The parties will invest up to CDN$15,750,000
and $19,250,000, respectively, into APT Co. to build a facility in Korea for the processing of tungsten
concentrate to be purchased from Sangdong. IMC has agreed to make available to the Company a loan
for the Company’s portion of the investment;
APT Co. 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; and
IMC has agreed to acquire no less than 90%, and up to 100%, of APT Co.’s available production
pursuant to a separate off-take agreement.
The Company has executed all of the transaction agreements with IMC described above.
WOULFE MINING CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JUNE 30, 2013 and 2012
(Expressed in Canadian dollars)
32
19. Proposed transaction with IMC (continued):
On September 20, 2012, the Company announced that it received confirmation from IMC that it is satisfied
with the results of its due diligence of the Sangdong project, as required by the transaction agreements
executed on February 26, 2012, and will be working toward closing its investment in the Sangdong project,
subject to the remaining conditions precedent to the transaction.
There can be no assurance that all of the other conditions to the transaction will be satisfied and the
transaction completed.
During the year ended June 30, 2013, the Company signed a Memorandum of Understanding (“MoU”) for
KRW 168 Billion (USD $150,000,000) with Shinhan Bank of South Korea. The MoU relates to a 12-year term
loan with proceeds to be used for the development of the Sangdong Tungsten/Molybdenum Project as noted
above.
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