/NOT FOR DISTRIBUTION TO UNITED STATES WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/
Management Information Circular has been mailed to Talon shareholders
ROAD TOWN, Tortola, British Virgin Islands, Feb. 10 /CNW/ - Talon Metals Corp., ("Talon" or the "Company") (TSX: TLO) is pleased to announce that it has received conditional listing approval from the Toronto Stock Exchange ("TSX") regarding the proposed merger (the "Merger") with Saber Energy Corp ("Saber").
A special meeting of Talon shareholders is scheduled to take place on March 9, 2010. The record date is January 18, 2010.
A Notice of Special Meeting and Management Information Circular containing information regarding the proposed Merger, as well as details on the voting procedure, have been mailed to Talon shareholders and are available on Talon's SEDAR profile at www.sedar.com.
The Merger is expected to close on or about March 23, 2010, subject to the approval of both Talon and Saber shareholders and the satisfaction of certain other conditions. The name of the merged company will remain Talon Metals Corp. and the focus mineral exploration. Talon's shares are expected to continue trading under the same symbol on the TSX ("TLO") after closing.
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 or in any state in which such offer, solicitation or sale would be unlawful. 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 a U.S. person (as defined in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
Talon is a TSX-listed company focused on the acquisition, exploration and development of high quality mineral resource projects. The Company has a well-qualified exploration and management team with extensive experience in exploration and project management.
Talon has 27,054,222 common shares outstanding and 30,239,222 shares fully diluted.
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. Forward-looking information reflects the current expectations or beliefs of Talon based on information currently available to Talon. Such forward-looking information includes, among other things, the anticipated closing of the Merger and information regarding the merged company. 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: failure to obtain approval of the Merger by the shareholders of each of Talon and Saber; failure to obtain final approval of the Merger by the TSX; and failure to close on the anticipated closing date due to unforeseen events and/or the failure to obtain all other required regulatory approvals, including approval of the Registrar of Corporate Affairs of the British Virgin Islands. 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 further information: on Talon please visit the Company's website at www.talonmetals.com or contact: Erica Belling, VP Investor Relations, Tau Capital Corp., Tel: (416) 361-9636 x 243, Email: firstname.lastname@example.org