Talon Metals Secures All Funding Required to Earn an Interest in the Tamarack Project
(firmenpresse) - ROAD TOWN, BRITISH VIRGIN ISLANDS -- (Marketwired) -- 11/26/15 -- Talon Metals Corp. ("Talon" or the "Company") (TSX: TLO) is pleased to announce that it has entered into definitive agreements with Resource Capital Fund VI L.P. ("RCF") and an amending agreement and debt settlement agreement with Kennecott Exploration Company ("Kennecott"), a subsidiary of the Rio Tinto Group, whereby Talon will receive US$15 million from RCF to be used by Talon to earn an 18.45% interest in the Tamarack Nickel-Copper-PGE Project (the "Tamarack Project"), located in Minnesota, USA. All of the funds to be received by Talon from RCF will be used to conduct further exploration at the Tamarack Project (including making certain land option payments).
HIGHLIGHTS OF RCF FINANCING
HIGHLIGHTS OF KENNECOTT AMENDMENTS
"Kennecott's forgiveness of the unsecured loan in the amount of US$4.5 million and deferral of the cash payments in the amount of US$6.5 million until after the earn-in period, combined with RCF's new US$15 million investment (approximately C$20 million), allows Talon to earn its proportionate interest in the approximate 18 km Tamarack Intrusive Complex. Notably, the entire US$15 million to be received from RCF will be used by Kennecott to advance the Tamarack Project, with not a penny being spent on Talon salaries or overhead", said Henri van Rooyen, CEO of the Company. "This transaction constitutes one of the largest capital raisings in 2015 (on the TSX and TSX Venture Exchange) amongst exploration companies, and is a testament to the quality and potential of the Tamarack Project.
FINDER'S FEE
The Company has also agreed to pay Haywood Securities Inc. ("Haywood") a finder's fee for its efforts in facilitating the RCF Financing. Such fee is comprised of, (a) US$300,000 (converted into Canadian dollars based on the Bank of Canada noon rate on November 25, 2015) payable in Common Shares at the RCF Subscription Price, and (b) 1,000,000 non-transferable compensation warrants (each, a "Compensation Warrant"). Each Compensation Warrant shall be exercisable for one Common Share at the Conversion Price at any time before the Maturity Date.
SPECIAL MEETING OF SHAREHOLDERS
The transactions disclosed in this news release are cross-conditional and subject to certain closing conditions, including, the receipt of shareholder approval and the approval of the TSX. Assuming such conditions are met, the transactions are expected to close (the "Closing Date") prior to the end of the year.
Talon intends to hold a special meeting of its shareholders on December 29, 2015. At the special meeting, Talon will seek shareholder approval for the issuance (including, potential issuances) of all Common Shares issuable under the RCF Financing, Kennecott Share Issuance and to Haywood. Shareholders of record as of November 25, 2015 will be entitled to vote their Common Shares at the meeting. Talon intends to finalize and distribute proxy materials, which will include voting instructions. Such materials will be mailed to shareholders of record, and copies will be posted under Talon's profile on SEDAR ().
About Talon
Talon is a TSX-listed company focused on the exploration and development of the Tamarack Nickel-Copper-PGE Project in Minnesota, USA (which comprises the Tamarack North Project and the Tamarack South Project). The Company has a well-qualified exploration and mine management team with extensive experience in project management.
For additional information on Talon, please visit the Company's website at .
Forward-Looking Statements
This press release contains forward-looking information which is not comprised of historical facts. Forward-looking information involves risks, uncertainties and other factors that could cause actual events, results, performance and opportunities to differ materially from those expressed or implied by such forward-looking information. Forward-looking information contained or referred to in this press release includes, but may not be limited to, the receipt of funds from RCF pursuant to the RCF Convertible Loan and the RCF Subscription, the Kennecott Share Issuance and the amendment to the Earn-in Agreement becoming effective, the acquisition by the Company of a 18.45% interest in the Tamarack Project and the timing of the completion of such transactions and the meeting of the Company's shareholders.
Factors that could cause actual results to differ materially from those described in such forward-looking information include, but are not limited to, risks related to Talon's, RCF's or Kennecott's inability to satisfy a condition precedent to the completion of their respective transactions (including obtaining the requisite shareholder approval at the shareholder's meeting and the necessary regulatory approvals), the occurrence of an event of default and risks related to the inability of each of the Company, RCF and Kennecott to perform their respective obligations under their respective agreements as well as certain other risks set out in the Company's public documents, including its annual information form dated March 31, 2015, filed under the Company's profile on SEDAR at .
The forward-looking information in this press release reflects the current expectations, assumptions and/or beliefs of the Company based on information currently available to the Company. In connection with the forward-looking information contained in this press release, the Company has made assumptions about: the Company's business, the economy and the Company's industry in general as well as the Company's, RCF's and Kennecott's ability to complete the transactions and to perform its obligations thereunder. The Company has also assumed that no significant events occur outside of the Company's normal course of business. Although the Company believes that the assumptions inherent in the forward-looking information are reasonable, forward-looking information is not a guarantee of future performance and accordingly undue reliance should not be put on such information due to the inherent uncertainty therein.
Any forward-looking information speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking information, whether as a result of new information, future events or results or otherwise.
Contacts:
Talon Metals Corp.
Sean Werger
President
(416) 361-9636 x247
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Datum: 26.11.2015 - 13:00 Uhr
Sprache: Deutsch
News-ID 435889
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contact information:
Town:
ROAD TOWN, BRITISH VIRGIN ISLANDS
Kategorie:
Mining & Metals
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