TML Treasury Metals Inc

/NOT FOR DISSEMINATION IN THE UNITED STATES OR TO U.S. NEWSWIRE SERVICES/ TORONTO, Sept. 12, 2012 /CNW/ - ("Treasury Metals" or the "Company") is pleased to announce that it has entered into an agreement with Canaccord Genuity Corp. ("Canaccord"), pursuant to which a syndicate of underwriters led by Canaccord (the "Underwriters") will purchase, in any combination, units of the Company ("Units") at a price of $0.75 per Unit and a minimum of $2.0 million in flow-through common shares of the Company ("Flow-Through Shares") at a price of $0.80 per Flow-Through Share to raise aggregate gross proceeds of $3.0 million (the "Underwritten Offering"). Each Unit shall consist of one common share in the Company and one half of one common share purchase warrant of the Company exercisable for a period of 24 months from the closing date. Each whole warrant shall be exercisable into one common share of the Company at $1.00 per share. In addition, the Company will grant the Underwriter an option to sell additional units (the "Over-Allotment Units") or flow-through common shares (the "Over-Allotment Flow-Through Shares") of the Company, in any combination of Over-Allotment Units or Over-Allotment Flow-Through Shares (and together with the Units and Flow-Through Shares, the "Offered Securities"), to raise additional gross proceeds of up to $2.0 million (the "Over-Allotment Option" and together with the Underwritten Offering, the "Offering"). The net proceeds raised through the Offering will be for the advancement of the Company's assets and for general working capital purposes. Closing of the Offering is anticipated to occur on or about September 21, 2012 (the "Closing Date"). Closing of the Offering is subject to receipt of regulatory approvals, including the acceptance of the Offering by the Toronto Stock Exchange. The Offered Securities will be subject to a four month hold period under applicable securities laws in Canada. In consideration of the Underwriters' services, the Company has agreed to pay the Underwriters a cash commission of 6.0% of the gross proceeds raised under the Offering. The Underwriters will also receive broker warrants (the "Broker Warrants") exercisable at any time from the Closing Date to the day prior to the date that is 24 months from the Closing Date to acquire that number of common shares of the Company which is equal to 6.0% of the aggregate number of Offered Securities issued pursuant to the Offering. This news release does not constitute an offer to sell or a solicitation of an offer to buy the securities described herein in the United States. The securities described herein have not been and will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to the account or benefit of a U.S. person absent an exemption from the registration requirements of such Act. Forward Looking Statements This press release contains forward-looking statements such as the expected use of the net proceeds from the private placement, our future financial condition, business plans and objectives, results of operations and business. Such statements are based on operations, estimates, forecasts and projections. They are not guarantees of future performance or events and involve risks and uncertainties that are difficult to predict and may be beyond Treasury Metals' control. A number of important factors could cause actual outcomes and results to differ materially from those expressed in forward-looking statements, including those set forth herein and in other public filings. In addition, such statements relate to the date on which they are made. Consequently, undue reliance should not be placed on such forward-looking statements. Treasury Metals disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, save and except as may be required by applicable securities laws. Treasury Metals Inc. CONTACT: To learn more about Treasury Metals, please visit the Company'swebsiteat www.treasurymetals.com.Greg FerronVice President, Corporate DevelopmentT: 1.416.214.4654greg@treasurymetals.comMartin WalterPresident and CEOT: 1.416.214.4654martin@treasurymetals.com

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