Release of Scheme Booklet and Notice of Meetings

Release of Scheme Booklet and Notice of Meetings 
PERTH, WESTERN AUSTRALIA -- (Marketwire) -- 10/26/12 -- On August 23,
2012, Talison Lithium Limited ("Talison" or the "Company") (TSX:TLH)
announced that it had entered into a Scheme Implementation Agreement
("SIA") with Rockwood Holdings, Inc. ("Rockwood") under which it was
proposed that Rockwood, or a wholly-owned entity of Rockwood, would
acquire 100% of the ordinary shares in the capital of Talison
("Shares") for cash consideration of C$6.50 per share by way of a
Scheme of Arrangement ("Share Scheme").  
The SIA entered into by Talison and Rockwood also proposed that
Rockwood would acquire 100% of the options to acquire Shares
("Options") through an option scheme of arrangement ("Option Scheme")
for cash consideration of C$6.50 per Option less the exercise price
for that Option (together, the "Schemes"). 
The Share Scheme Meeting and the Option Scheme Meeting  
The Federal Court of Australia has ordered the convening of a meeting
of shareholders of Talison to consider the Scheme ("Share Scheme
Meeting").  
The Share Scheme Meeting is to be held on November 29, 2012 at the
Duxton Hotel, 1 St Georges Terrace, Perth, Western Australia,
Australia at 10.00 am.  
The Option Scheme Meeting is to be held on November 29, 2012 at the
Duxton Hotel, 1 St Georges Terrace, Perth, Western Australia,
Australia at 10.30 am or immediately after the conclusion of the
Share Scheme Meeting, whichever is later. 
Scheme Booklet and Independent Expert Report  
The Court has also approved the issue of the Scheme Booklet to be
sent to Talison Shareholders and Talison Optionholders. The Scheme
Booklet explains the terms of the Schemes, and the manner in which
the Schemes will be considered and implemented (if approved). Notices
of the Scheme Meetings are included as Annexures H and I to the
Scheme Booklet.  
In accordance with Australian procedure, Ernst & Young Transaction
Advisory Services Limited was appointed as the Independent Expert to
opine on whether the Scheme and the Option Scheme are in the best
interests of Talison Shareholders and Talison Optionholders
respectively.  
The Independent Expert has concluded that the Schemes are fair and
reasonable and in the best interests of Talison Shareholders and
Talison Optionholders, in the absence of a superior proposal. The
full Independent Expert's Report is included as Annexure A to the
Scheme Booklet.  
In addition, the Board of Directors of Talison has received an
opinion from Macquarie Capital Canada that, as of the date of that
opinion and subject to the various assumptions, explanations and
limitations in that opinion, as well as other matters it considered
relevant, the cash consideration to be received by Talison
Shareholders is fair from a financial point of view. The full
Fairness Opinion is included as Annexure B to the Scheme Booklet.  
The Scheme Booklet has been registered by the Australian Securities
and Investments Commission, as required by the Corporations Act 2001
(Cth).  
The Scheme Booklet is available on SEDAR and on Talison's website.  
In addition, the Scheme Booklet will be mailed to Talison
Shareholders and Talison Optionholders on or about November 6, 2012.  
Talison Shareholders and Talison Optionholders should carefully read
the Scheme Booklet in its entirety and the materials accompanying it
before deciding whether or not to vote in favour of the Schemes. 
Recommendation of Directors  
The Talison Directors have carefully considered the Schemes and
unanimously recommend that, in the absence of a superior proposal,
Talison Shareholders and Talison Optionholders vote in favour of the
respective Scheme(s). Each of the Talison Directors intends to vote
all Shares and Options held by them in favour of the Schemes. The
full reasons for this recommendation are set out in the Scheme
Booklet. 
Support of Resource Capital Funds  
Resource Capital Fund IV L.P. and Resource Capital Fund V L.P.
(collectively, the "RCF Funds"), together having a 36.8% shareholding
interest in Talison, have each confirmed to Talison that, in the
absence of an offer which the RCF Funds determine is superior, they
support the Scheme and intend to vote all of their Shares in favour
of the Scheme. 
Indicative Timetable(i) 


 
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October 29, 2012     Record Date for Notice of Meeting                      
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October 29, 2012     Beneficial Ownership Determination Date                
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November 6, 2012     Dispatch of Scheme Booklet to Talison Securityholders  
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November 27, 2012    Voting Record Date                                     
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November 29, 2012    Scheme Meetings                                        
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If the Schemes are approved, the expected timetable for Implementation is:  
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December 4, 2012     Hearing of the Federal Court of Australia to approve   
                     the Schemes                                            
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December 4, 2012     Date on which the Schemes will take effect             
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December 5, 2012     Last day of trading of Talison Shares on TSX           
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December 7, 2012     Record date for determining Talison Securityholders    
                     entitled to receive the Scheme Consideration           
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December 14, 2012    Expected date for payment of the Scheme Consideration  
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(i)The above dates are indicative only and are subject to change.           

 
Cautionary Note Regarding Forward-Looking Statements 
Certain information contained in this press release, including any
information as to Talison's mineral reserve and mineral resource
estimates, strategy, projects, plans, prospects, future outlook,
anticipated events or results or future financial or operating
performance, may constitute "forward-looking information" within the
meaning of Canadian securities laws. All statements, other than
statements of historical fact, constitute forward-looking
information. Forward-looking information can often, but not always,
be identified by the use of words such as "plans", "expects", "is
expected", "budget", "scheduled", "estimates", "forecasts",
"intends", "anticipates", "predicts", "potential", "continue" or
"believes", or variations (including negative variations) of such
words, or statements that certain actions, events or results "may",
"could", "would", "should", "might", "potential to", or "will" be
taken, occur or be achieved or other similar expressions concerning
matters that are not historical facts. The purpose of forward-looking
information is to provide the reader with information about
management's expectations and plans. Readers are cautioned that
forward-looking statements are not guarantees of future performance.
All forward-looking statements made or incorporated in this press
release are qualified by these cautionary statements. 
Forward-looking statements are necessarily based on a number of
factors, estimates and assumptions that, while considered reasonable
by Talison, are inherently subject to significant business, economic
and competitive uncertainties and contingencies. Such factors,
estimates and assumptions include, but are not limited to:
anticipated financial and operating performance of Talison, its
subsidiaries and their respective projects; Talison's market
position; future prices of lithium or lithium concentrates;
estimation of mineral reserves and mineral resources; realization of
mineral reserve and mineral resource estimates; timing, amount and
costs of estimated future production; grade, quality and content of
concentrate produced; sale of production; capital, operating and
exploration expenditures; costs and timing of the expansion of the
Greenbushes Lithium Operations; exploration and development of the
Salares 7 lithium project; costs and timing of future exploration;
requirements for additional capital; government regulation of
exploration, development and mining operations; environmental risks;
reclamation and rehabilitation expenses; title disputes or claims;
absence of significant risks relating to Talison's mining operations;
the costs of Talison's hedging policy; sales risks related to China;
currency; interest rates, and limitations of insurance coverage.
While Talison considers these factors, estimates and assumptions to
be reasonable based on information currently available to it, they
may prove to be incorrect and actual results may vary. 
Readers are cautioned that forward-looking information involves known
and unknown risks, uncertainties and other factors which may cause
the actual results, performance or achievements of Talison and/or its
subsidiaries to be materially different from any future results,
performance or achievements expressed or implied by the
forward-looking information. Such risk factors include, among others,
those described in the Scheme Booklet, the Audited Annual Report of
Talison and the related notes thereto as at June 30, 2012 and for the
three and twelve months ended June 30, 2012 and under the heading
"Risk Factors" in the annual information form of Talison for the year
ended June 30, 2012 dated September 26, 2012, each of which can be
found on Talison's SEDAR profile at www.sedar.com. While Talison
considers these assumptions to be reasonable based on information
currently available to it, they may prove to be incorrect and actual
results may vary. 
Although Talison has attempted to identify statements containing
important factors that could cause actual actions, event or results
to differ materially from those described in forward-looking
information, there may be other factors that cause actions, events or
results to differ from those anticipated, estimated or intended.
Forward-looking information contained herein is made as of the date
of this press release based on the opinions and estimates of
management on the date statements containing such forward-looking
information are made. Except as required by law, Talison disclaims
any obligation to update any forward-looking information, whether as
a result of new information, estimates or opinions, future events or
results or otherwise. There can be no assurance that forward-looking
information will prove to be accurate, as actual results and future
events could differ materially from those anticipated in such
information. Accordingly, readers should not place undue reliance on
forward-looking information.
Contacts:
Talison Lithium
Frank Wheatley
Executive Director
+1 (604) 985 0528 
Macquarie Capital
Michael Ashforth
Executive Director
+61 (8) 9224 0644 
Macquarie Capital
David Cobbold
Managing Director
+1 (416) 848 3654
 
 
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