ROAD TOWN, Tortola, British Virgin Islands, Dec. 13 /CNW/ - Talon Metals
Corp. ("Talon" or the "Company") (TSX: TLO) is pleased to announce that
the previously announced transaction with Rio Verde Minerals
Corporation ("Rio Verde") regarding the Sergipe Potash Project in
Brazil was completed today. In this transaction Talon transferred to
Rio Verde all of Talon's rights in the Sergipe Potash Project licences
in return for approximately 27 million common shares of Rio Verde.
Before closing this transaction with Talon, Rio Verde completed the
first part of a private placement financing of shares of Rio Verde
raising gross proceeds of approximately CDN$6 million. Following this
financing, Talon's shares of Rio Verde represent 50.5% of the
outstanding common shares of Rio Verde on a fully diluted basis (while
prior to the financing it would have represented a 66% stake.)
Concurrent with the completion of the transaction with Talon, Rio Verde
also acquired a portfolio of phosphate exploration projects in Brazil.
Rio Verde's strategic plan is to become a leading Brazilian focused
"This transaction completes our plan to secure a partner to develop the
Sergipe Potash Project," said Stuart Comline, President and CEO of
Talon. "Combining these phosphate and potash assets into one company
creates a strong foundation for Rio Verde to advance its growth
strategy to pursue opportunities in the Brazilian fertilizer sector."
Rio Verde's future plans include the continuation of the exploration
program on the Sergipe Potash Project and also to apply to list the
company on a recognized stock exchange.
Talon has the right to nominate a majority of the directors of Rio Verde
until Rio Verde completes a "going public" transaction. Mr. Warren
Newfield, Chairman of Talon, Mr. Stuart Comline, CEO & President of
Talon and Mr. Luis M. F. De Azevedo, COO of Talon, have all been
appointed as directors of Rio Verde. Mr. David Beatty, CEO of Rio Novo
Gold Inc. (TSX:RN), is the Chairman of Rio Verde. Mr. Julio Carvalho,
President of Rio Novo Gold Inc., is the final member of Rio Verde's
Talon also has pre-emptive rights to a proportionate participation in
any future offering of equity securities of Rio Verde, exercisable for
so long as Talon holds 10% or more of the issued and outstanding common
shares of Rio Verde, subject to termination in the event that Rio Verde
completes a "going public" transaction.
About the Sergipe Potash Project
The Sergipe Potash Project is located on the northeastern coast of
Brazil, near the city of Aracaju in Sergipe State. This project has a
comprehensive technical data base, access to excellent infrastructure
and good proximity to Brazilian potash markets. It is close to Brazil's
only producing potash mine, Taquari-Vassouras, which is operated by
The Sergipe Potash Project comprises 76 exploration licences, in 12
separate land holdings, over a total area of 107,987 hectares (266,840
acres). In addition, 4,982 hectares (12,311 acres) are under
application for exploration licences. Together this area totals 112,969
hectares (279,152 acres).
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, an unlisted company.
Talon has 74,609,275 common shares outstanding and 86,671,438 shares on
a fully diluted basis.
About Rio Verde
Rio Verde Minerals Corporation is a private company focused on the
exploration and development of fertilizer projects in Brazil.
Rio Verde has one potash project and a portfolio of phosphate projects
in Brazil. Potash and phosphate fertilizers have favourable supply and
demand dynamics and Rio Verde expects to have a significant cost
advantage by being based in Brazil. Rio Verde intends to fast track
potash exploration to establish a Canadian National Instrument 43-101
resource estimate in 2011.
Rio Verde intends to complete a "going public" transaction through the
listing of its shares on a recognized exchange in Canada, although
there can be no assurance that Rio Verde's shares will ever be listed
on a stock exchange.
This news 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. Such forward-looking information includes,
among other things, statements relating to: the expected benefits of
the transaction to the Company and its shareholders; the participating
interest of the Company in Rio Verde resulting from the transaction;
Rio Verde's future strategic and exploration plans, including the
completion of, and timing for, a National Instrument 43-101 compliant
technical report on the Sergipe Potash Project; and the possible
completion of a "going public" transaction by Rio Verde in the future.
Forward-looking information is subject to significant risks and
uncertainties and other factors that could cause the actual results 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, but are not limited to: adverse market
conditions; changes to regulations affecting the Company's activities,
including tax and trade laws and policies; changes in the price of, or
demand for, iron ore and/or potash and/or phosphate; adverse political
developments in Brazil, Botswana or any of the other countries in which
the Company's operations or other interests are located; the success of
future exploration and development initiatives; uncertainties relating
to the availability and costs to the Company of financing for
exploration and development; Rio Verde's failure to complete a "going
public" transaction; and other risks involved in the mineral
exploration and development industry.
The forward-looking information in this news release reflects the
current expectations, assumptions or beliefs of the Company based on
information currently available to the Company. In connection with the
forward-looking information contained in this news release, the Company
has made certain assumptions about the Company's business, the economy
and the mineral exploration industry in general and Rio Verde
proceeding with its intentions re future strategic and exploration
plans and completing a "going public" transaction in the near future.
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
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.
SOURCE Talon Metals Corp.
For further information: For further information:
On Talon please visit the Company's website at www.talonmetals.com or contact:
Erica Belling, CFA
VP Investor Relations
Tau Capital Corp.
Tel: (416) 361-9636 x 243
On Rio Verde Minerals Corp., please visit www.rvminerals.com or contact:
President & CEO
Rio Verde Minerals Corp.
Tel: (416) 368-1592