ROAD TOWN, Tortola, British Virgin Islands, April 5 /CNW/ - Talon Metals
Corp. ("Talon" or the "Company") (TSX: TLO) is pleased to announce that
the board of directors of the Company (the "Board") has approved a
transaction to facilitate the distribution of most of its shareholding
in Rio Verde Minerals Corp. ("Rio Verde") to Talon shareholders on a pro rata basis (the "RV Distribution"). Talon currently owns approximately 25.6
million shares in Rio Verde, representing an ownership interest of
approximately 44% on an undiluted basis and 42% on a fully-diluted
basis. The pro rata ratio for the Rio Verde distribution is expected to
be finalized prior to Rio Verde's going-public transaction, which Rio
Verde anticipates will occur in the second quarter of 2011.
"Placing the majority of Rio Verde shares in the hands of Talon
shareholders would allow shareholders to directly benefit from any
future value creation within Rio Verde," said Stuart Comline, President
and CEO of Talon. "On completion of the proposed RV Distribution, Talon
shareholders will hold both Talon and Rio Verde shares."
It is intended that Talon, Rio Verde, EM Resources Inc. ("EM"), a
non-listed Ontario reporting issuer, and a newly incorporated
subsidiary of EM, EM Subco (BVI) Inc. ("EM Subco") will enter into a
definitive agreement pursuant to which the parties propose to effect a
business combination to combine the respective assets and operations of
Rio Verde and EM Subco and to effect the RV Distribution. As a result, on the completion of the
business combination, Rio Verde will become a reporting issuer.
The parties will be seeking an interim and final order from the Eastern
Caribbean Supreme Court (Virgin Islands) to approve the business
combination (and the RV Distribution). Talon will also be seeking
shareholder approval of the RV Distribution at its upcoming annual and
special shareholders' meeting scheduled for May 24, 2011. The Board and
the Company's management believe that the proposed RV Distribution will
be fair to Talon shareholders as it will permit Talon shareholders to
participate in Rio Verde as shareholders as opposed to participating in
Rio Verde indirectly through Talon.
The anticipated completion of the RV Distribution, subject to the prior
receipt of all necessary Supreme Court and shareholder approvals, is
set to close on or around May 31, 2011 and in any event, no later than
June 30, 2011.
Talon is a TSX-listed company focused on the acquisition, exploration
and development of iron ore and other mineral resource projects. The
Company has a well-qualified exploration and management team with
extensive experience in exploration and project management.
Talon has a treasury of approximately CDN$8 million and holds 985,830
common shares in Brazilian Gold Corporation (TSXV:BGC) and 500,000
common shares in Lago Dourado Minerals Ltd. (TSXV:LDM). Talon also
holds 19 million shares in Tlou Energy Limited and 25.6 million shares
in Rio Verde Minerals, both unlisted companies.
Talon has 80,272,437 common shares outstanding and 88,081,437 shares on
a fully diluted basis.
About Rio Verde
Rio Verde Minerals Corp. is a private company concentrating on the
exploration and development of fertilizer projects in Brazil. The
Company is focused on becoming the leading Brazilian fertilizer mining
and development player, by selecting prime assets that are near
infrastructure, with known mineralization, in regions without
significant social or environmental issues. Rio Verde plans to
fast-track the best projects to development to create stakeholder
In the last four months Rio Verde has completed a $10 million private
placement equity financing at an issue price of CDN$0.50 per common
share. Rio Verde intends to complete a going-public transaction by
applying to list its shares on a recognized stock exchange in Canada in
the second quarter of 2011.
Rio Verde holds one potash project and a portfolio of phosphate projects
in Brazil. Potash and phosphate fertilizers have favourable supply and
demand dynamics, and Rio Verde has a significant cost advantage by
being based in Brazil, a country that imports about 90% and 50% of its
potash and phosphate needs respectively.
This press release contains certain "forward-looking information". All
information, other than information pertaining to historical fact,
which addresses activities, events or developments that Talon believes,
expects or anticipates will or may occur in the future constitutes
forward-looking information. Forward-looking information reflects the
current expectations or beliefs of Talon based on information currently
available to Talon. Such forward-looking information includes, without
limitation, the completion and proposed terms of RV Distribution and
timing related thereto; and the anticipated effect of the RV
Distribution on shareholder value.
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
made and, except as may be required by applicable securities laws, the
Company disclaims any intent or obligation to update forward-looking
information, whether as a result of new information, future events or
results or otherwise. 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.
SOURCE Talon Metals Corp.
For further information:
For additional information on Talon please visit the Company's website at www.talonmetals.com or contact:
VP Investor Relations
Tau Capital Corp.
Tel: (416) 361-9636 x 243
For additional information on Rio Verde Minerals Corp., please visit www.rvminerals.com or contact:
President & CEO
Rio Verde Minerals Corp.
Tel: (416) 368-1592