| ||Thu Dec 30, 2010|
| ||Vancouver, British Columbia - December 30, 2010. Palladon Ventures Ltd. ("Palladon" or the "Company") (TSX-V: PLL.V) (Frankfurt: PV-1) today announced that it intends to carry out, subject to approval from the TSX Venture Exchange (the "Exchange"), a non-brokered private placement of up to CDN$6.0 million at a price of not less than CDN$0.06 per share (the "Private Placement").|
The primary use of proceeds from the Private Placement will be the funding of Palladon's US$5.56 million proportionate share, or 21.7%, of a US$25.6 million equity financing ("the Equity Portion") being undertaken by CML Metals Corporation ("CML"). Luxor Capital Partners, LP ("Luxor"), the majority shareholder of CML, has informed Palladon that it has completed the balance of the equity financing of US$20.0 million.
The US$25.6 million equity financing is part of a total US$70.5 million capital raise currently being pursued by CML to fund the build-out of CML's proposed concentrate facility at the Iron Mountain project located near Cedar City, Utah. As previously announced, CML is working to complete the balance of the capital raise through the completion of a US$45.0 million debt facility (the "Debt Facility") and currently expects to close on the Debt Facility before the end of January 2011.
All of the securities issued pursuant to the Private Placement will be subject to a four month hold period from the date of issue. Insiders of the Company may subscribe for in excess of 25% of the aggregate proceeds of the Private Placement. If any insiders participate in the Private Placement, such subscriptions (the "Insider Participations") will be considered to be related party transactions within the meaning of Exchange Policy 5.9 and Multilateral Instrument 61-101 ("MI 61-101"). Palladon intends to rely on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in Sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of any such Insider Participations based on that the fair market value of such Insider Participations will not exceed 25% of Palladon's market capitalization. In connection with the Private Placement and subject to Exchange approval, Palladon may pay finder's fees in cash or securities to eligible finders in accordance with the policies of the Exchange.
In addition, Palladon announced that both it and Luxor will be required to pledge all of their respective shares in CML as security under the Debt Facility pursuant to the terms of a pledge agreement to be entered into with the lender under the Debt Facility.
John Cutler, CEO of Palladon, commented: "We are pleased with the progress being made toward realizing on our long held strategy of shipping concentrate from the Iron Mountain project to a global market."
Palladon today also provided an update with respect to its proposed share consolidation (the "Consolidation"). Palladon has received the requisite shareholder approval and Exchange approval for the Consolidation and currently expects to implement same following completion of the Private Placement. Palladon will announce the effective date for the Consolidation promptly once it has been set.
About Palladon Ventures Ltd.
Palladon Ventures Ltd. holds a significant minority interest in CML Metals Corporation, which is focused on advancing the Iron Mountain project, an iron ore mine located west of Cedar City, Utah.
For Further Information Please Contact:
John W. Cutler
Palladon Ventures Ltd.
Disclaimer for Forward-Looking Information:
Certain statements in this release are forward-looking statements, which reflect the expectations of management. Forward-looking statements consist of statements that are not purely historical, including any statements regarding beliefs, plans, expectations or intentions regarding the future, including but not limited to the commencement of shipping under CML's offtake agreement and future anticipated shipping volumes thereunder, pricing for the run-of-mine iron and the potential construction and financing of a concentrate facility. Such statements are subject to risks and uncertainties that may cause actual results, performance or developments to differ materially from those contained in the statements. No assurance can be given that any of the events anticipated by the forward-looking statements will occur or, if they do occur, what benefits the Company will obtain from them. These forward-looking statements reflect management's current views and are based on certain expectations, estimates and assumptions which may prove to be incorrect. A number of risks and uncertainties could cause our actual results to differ materially from those expressed or implied by the forward-looking statements, including: (1) a downturn in general economic conditions in North America and internationally, (2) the inherent uncertainties and speculative nature associated with mineral exploration and production, (3) a decreased demand for minerals, (4) any number of events or causes which may delay or cease exploration and development of the Company's property interests, such as environmental liabilities, weather, mechanical failures, safety concerns and labor problems; (5) the risk that the Company does not execute its business plan, (6) inability to retain key employees, (7) inability to finance operations and growth, and (8) other factors beyond the Company's control. These forward-looking statements are made as of the date of this news release and, except as required by law, the Company assumes no obligation to update these forward-looking statements, or to update the reasons why actual results differed from those projected in the forward-looking statements.
Neither 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.
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