THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT INTENDED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES
Road Town, Tortola, British Virgin Islands (Apr 7, 2011) – Talon Metals Corp., (“Talon” or the “Company”) (TSX: TLO) is pleased to announce that it has entered into an agreement with a syndicate of underwriters being led by Dundee Securities Ltd. and Salman Partners Inc. (collectively the “Underwriters”), whereby the Underwriters have agreed to purchase 5,883,000 units (“Units”) at a price of $2.55 per Unit (the “Issue Price”) from the Company on a bought deal basis by way of a short form prospectus for aggregate gross proceeds of $15,001,650 (the “Offering”). Each Unit shall consist of one common share (a “Share”) of the Company and one-half of one common share purchase warrant (each whole warrant, a “Warrant”).
Each Warrant shall entitle the holder thereof to acquire one Share of the Company at a price of $3.10 for a period of 18 months following the closing of the Offering. In the event that the closing sale price of the Company’s Shares on the Toronto Stock Exchange is greater than $5.00 per Share for a period of 10 consecutive trading days at any time after closing, the Company may accelerate the expiry date of the Warrants by giving notice to the holders thereof and in such case the Warrants will expire on the 30th day after the date on which such notice is given by the Company. The Warrants will not be listed for trading.
The Issuer has granted the Underwriters an option to offer up to an additional 15% of the Issue at the Issue Price, exercisable in whole or in part at any time prior to 30 days after the closing.
The Units will be offered by way of a short form prospectus in all provinces of Canada (excluding Quebec) as agreed upon by the Underwriters and the Company.
The Company intends to use the net proceeds of the Offering for continued exploration and development of the Company’s Brazilian iron ore projects and for general corporate purposes.
Closing of the Offering is expected to occur on or about May 5, 2011 and is subject to certain conditions including receipt of all necessary regulatory and stock exchange approvals including the receipt of listing approval by the Toronto Stock Exchange.
The securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended, or under any U.S. state securities laws and may not be offered or sold in the United States, absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This news release does not constitute an offer to sell or the solicitation of an offer to buy nor will there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Talon is a TSX-listed company focused on the exploration and development of the Trairão Iron Project in ParÁ State, Brazil. The Company has a well-qualified exploration and management team with extensive experience in exploration and project management.
For additional information on Talon please visit the Company’s website at www.talonmetals.com or contact:
VP Investor Relations
Tau Capital Corp.
Tel: Tel: (416) 361-9636 x 243
This news release contains forward-looking information. All statements, other than statements of historical fact, that address activities, events or developments that the Company believes, expects or anticipates will or may occur in the future (including, without limitation, statements regarding potential mineralization and the Company’s exploration plans) are forward-looking information. This forward-looking information reflects the current expectations or beliefs of the Company based on information currently available to the Company. Forward-looking information is subject to a number of risks and uncertainties that may cause the actual results of the Company to differ materially from those discussed in the forward-looking information, and even if such actual results are realized or substantially realized, there can be no assurance that they will have the expected consequences to, or effects on the Company. Factors that could cause actual results or events to differ materially from current expectations include, among other things, risks related to the exploration stage of the Company’s properties, the possibility that future exploration results will not be consistent with the Company’s expectations (including identifying additional and/or deeper mineralization), changes in the price of iron ore, changes in equity markets, political developments in Brazil, uncertainties relating to the availability and costs of financing needed in the future, changes to regulations affecting the Company’s activities, delays in obtaining or failures to obtain required regulatory approvals, the uncertainties involved in interpreting exploration results and other geological data and the other risks involved in the mineral exploration business. Forward-looking information speaks only as of the date on which it is provided 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 buy . 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.