News Releases
Aug 19, 2010 VANCOUVER, August 19, 2010 -- Salares Lithium Inc. (TSXV: LIT) ("Salares") and Talison Lithium Limited ("Talison") are pleased to announce the closing of the previously announced CAD$40 million brokered private placement ("Private Placement"). The Private Placement of subscription receipts of Salares ("Subscription Receipts") consists of a total of 32,128,515 Subscription Receipts being issued at CAD$1.245 per Subscription Receipt for total gross proceeds of $40,000,001.18. Each Subscription Receipt entitles the holder to receive, upon satisfaction of certain escrow release conditions by Salares and Talison, 0.35587 of a Talison share. The exchange ratio implies an effective price per Talison share of approximately CAD$3.50. Upon release from escrow (as described below), it is anticipated that the proceeds of the Private Placement will be used to fund the growth strategies of the merged group, including:
The Private Placement was managed by a syndicate of investment dealers led by Cormark Securities Inc. ("Cormark") and including Byron Capital Markets, Canaccord Genuity Corp., Haywood Securities Inc. and GMP Securities L.P. (together with Cormark, the ("Agents")). The gross proceeds of the Private Placement (less certain expenses payable to the Agents by Salares) will be delivered to and held by Computershare Trust Company of Canada ("Computershare") in an interest bearing account (the "Escrowed Funds") pursuant to the terms and condition of a Subscription Receipt Agreement between Salares, Talison, Computershare and Cormark. In consideration for the services in conjunction with the Private Placement, the Agents will receive a cash fee equal to 5% of the proceeds from the sale of Subscription Receipts placed by the Agents (the "Agents Fee") upon satisfaction of the escrow release condition. The net Escrowed Funds (plus any accrued interest earned thereon), after deducting the Agent's Fee, will be released from escrow to Salares upon certain conditions being satisfied as detailed in the July 15, 2010 news release. If the escrow release conditions are not satisfied by September 30, 2010, the Escrowed Funds plus accrued interest shall be returned to the holders of the Subscription Receipts and the Subscription Receipts will be cancelled without any further action on the part of the holders. The Subscription Receipts will be subject to a four-month hold period, expiring on December 20, 2010. If the escrow release conditions are satisfied by September 30, 2010, then the Talison shares which will be issued pursuant to the terms of the Subscription Receipts will not be subject to a hold period, provided certain conditions are met. Please refer to the news release dated July 15, 2010, filed on SEDAR, for full details of the Private Placement and proposed merger of Salares and Talison. A presentation of the transaction highlights can be accessed at the Salares and Talison websites. For further information please contact: Investors Todd Hilditch President and CEO Salares Lithium Inc. Tel: (604) 443-3831 www.salareslithium.com Peter Oliver CEO Talison Lithium Limited Tel: +61 8 9263 5555 www.talisonlithium.com Media Kim O'Halloran Vice President, Corporate Communications FD kim.ohalloran@fd.com Tel: (312) 553-6733 About Salares Lithium Inc. Salares Lithium Inc. is a lithium explorer in Chile that controls the 'Salares 7' lithium project made up of seven salars (brine lakes that are prospective for sub-surface lithium and potassium) and the surrounding concessions in Region III, Chile. Five of the seven salars are clustered within 155 kilometres and are 100% owned by Salares and its Chilean partner. About Talison Lithium Limited Talison Minerals Pty Ltd is the leading global producer of lithium. Talison mines and processes the lithium bearing mineral spodumene at the Greenbushes Lithium Operations in Western Australia. Talison has an extensive, well established global customer network and a leading position in the growing Chinese market. No securities regulatory authority has either approved or disapproved of the contents of this news release. This press release is for information purposes only. Neither the 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. Not for distribution to U.S. news wire services or dissemination in the United States. This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available. Forward-Looking StatementsThis release contains "forward-looking statements" which reflect the current expectations of the companies. These statements reflect management's current beliefs with respect to future events and are based on information currently available to management. Forward-looking statements involve significant known and unknown risks, uncertainties and assumptions. Many factors could cause actual results, performance or achievements to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements. Should assumptions underlying the forward-looking statements prove incorrect, actual results, performance or achievements could vary materially from those expressed or implied by the forward-looking statements contained in this release. Although the forward-looking statements contained in this release are based upon what the companies believes to be reasonable assumptions, the companies can not assure investors that actual results, performance or achievements will be consistent with these forward-looking statements. These forward-looking statements are made as of the date of this release and the companies does not assume any obligation to update or revise them to reflect new events or circumstances. | |