Beemop, you are asking about the relationship between Woulfe and IMC, given the following  words have been used:  Strategic partnership agreement, joint venture, off-take agreement, lender.  For portions of the relationship each of these words fit and I can appreciate your confusion. 


IMC is not buying any Woulfe shares. IMC is just interested in one asset owned by Woulfe, namely, Sangdong. Woulfe will continue legally owning that asset, although IMC will have an equitable interest as a strategic partner.  


1. IMC is buying a 25% interest in the Sangdong mine operation. This is a classic "strategic agreement" where no new entity is formed (as happens with a joint venture).  This alliance allows IMC and Woulfe to work together to realize greater benefits from the alliance than from individual efforts.  Woulfe has the tungsten asset and the technical mining expertise; IMC has the deep pockets and the marketing capacity for the tungsten tools.   IMC expertise is not in mining.  This strategic agreeement allows each party to concentrate on activities that best match their capabilities.  Also IMC initially gave a demand loan to Woulfe for $5M back in March and this loan will need to be repaid with interest.  Scheelite concentrate is the final product of this mining and plant process.


2.  In addition, IMC will own 55% of the APT JV company (to convert the scheelite concentrate into APT powder), with Woulfe owning the other 45% of that "value added" company.  The APT JV is a "joint venture" between IMC and Woulfe.  There is also a financing relationship where IMC is lending $15,750 to Woulfe, to be repaid with interest. (By the way, some posters are pointing out the world APT price has dropped from $440 to $300, but the break even APT Price is $175, so the current price is being watched carefully but it is no where near a problem for Sangdong.)


3.  Lastly, there is an off-take agreement where IMC will buy 90% to 100% of the APT production.  This is beneficial to both sides.  Lenders such as Shinhan  are only willing to lend the construction money once they are sure Woulfe has a secure market for the tungsten and nothing does that better than an off-take agreement.  It is equally valuable to IMC because it guarantees a secure tungsten supply.  Such an off-take agreement can also rightfully be referred to as a strategic agreement for cooperation between Woulfe and IMC, unlike the traditional adversarial relationship between buyer and seller.  This allows both sides to work together with with technical help and with mutual exchange of confidential information (an important term for IMC).


On point is the following quote from the September 20, 2012 Woulfe n/r:

"Woulfe has entered into strategic agreements with International Metalworking Companies B.V. ('IMC').  This partnership brings strategic advantage given Woulfe's mining and processing technical abilities and IMC's downstream manufacturing skills, high level of innovation and quality of products sold into the global tungsten market."


We are all anxious for the financing agreements to be firmed up.  First will come the Shinhan definitive agreement and immediately thereafter will come IMC closing and investing the next $35 million.  Then Shinhan will lend the balance by way of a line of credit.  Some may complain that Brian isn't moving quickly enough, but my guess is he currently has very little control over the timing and the primary delay is Shinhan trying to get as big a commitment from IMC as possible before Shinhan signs the definitive agreement with Woulfe.  In other words, most of the communication is likely between Shinhan and IMC and Woulfe is patiently waiting as various drafts to agreements are being bandied about.  Once the financing is firmed up, then Brian will again have control over the timing of completion of plant construction leading to production.  

On this New Year's day I can only say that I wish all Woulfe shareholders a prosperous new year for 2013.