Palladon Ventures Ltd.: News Release
30 Dicembre 2010 - 2:16PM
Marketwired
Palladon Ventures Ltd. ("Palladon" or the "Company") (TSX VENTURE:
PLL)(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.
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.
Contacts: Palladon Ventures Ltd. John W. Cutler 801.521.5252
604.681.4760 (FAX) info@palladonventures.com
www.palladonventures.com
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