Talison Lithium-Update on Tianqi Transaction

Talison Lithium-Update on Tianqi Transaction 
PERTH, WESTERN AUSTRALIA -- (Marketwire) -- 02/25/13 -- Talison
Lithium Limited ("Talison" or the "Company") (TSX:TLH) is pleased to
provide an update on the status of the transaction with Chengdu
Tianqi Industry (Group) Co., Ltd and its subsidiary Windfield
Holdings Pty Ltd ("Windfield") (together "Tianqi").  
On December 6, 2012, Talison announced that it had executed a Scheme
Implementation Agreement (the "SIA") with Tianqi under which it is
proposed that Windfield, or a wholly-owned entity of Windfield, will
acquire the balance of the ordinary shares that it does not already
own and options in Talison by way of schemes of arrangement ("Tianqi
Schemes(1)") for cash consideration of C$7.50 per Share. This values
the equity of Talison at approximately C$848 million on a fully
diluted basis.  
On December 19, 2012, the Federal Court of Australia ordered the
convening of meetings of Talison Securityholders to consider the
Tianqi Schemes ("Scheme Meetings") to commence at 10:00am on February
27, 2013. The Scheme Booklet, which is available on SEDAR and on
Talison's website, was mailed to Talison Securityholders on or about
February 5, 2013. 
Under the SIA, Tianqi was given until 5:00pm (Perth time) today
(February 25, 2013) to provide documentary evidence that reasonably
demonstrates the availability to Windfield of the funding required to
complete the transaction with Talison.  
Talison confirms that Tianqi has provided the necessary documentary
evidence in connection with its funding arrangements which are as
follows:  


 
--  Tianqi and Windfield have entered into agreements with Leader Investment
    Corporation ("Leader"), a subsidiary of China Investment Corporation
    ("CIC") under which CIC, through Leader, has committed to fund Windfield
    with approximately C$300 million of long term equity in exchange for an
    approximately 35%, non-controlling equity interest in Windfield to
    support the Transaction. CIC has received formal advice from Australia's
    Foreign Investment Review Board that the Australian Government has no
    objections to CIC's investment in Windfield through Leader. 
    
--  Tianqi, and one of its wholly owned subsidiaries, have also entered into
    loan agreements for US$200m from Credit Suisse AG, US$120m from
    Industrial and Commercial Bank of China Ltd and US$50m from Twenty Two
    Dragons Ltd (a company owned by ADM Capital). 

 
The funding arrangements outlined above remain subject to the
satisfaction of a number of conditions precedent to drawdown. Tianqi
has advised Talison that it expects each of these conditions (other
than those that relate to implementation of the Tianqi Schemes) to be
satisfied prior to the second court hearing scheduled for March 12,
2013. 
Tianqi currently holds approximately 19.9% of the issued share
capital of Talison. The funding arrangements outlined above, together
with the US$25 million deposit previously paid by Tianqi, are
sufficient to fund Tianqi's obligation to purchase the remaining
approximately 80% of Talison Shares and Options under the Tianqi
Schemes. 
(1) The SIA also proposes that Tianqi will acquire 100% of the
options to acquire Shares ("Options") through an option scheme of
arrangement ("Option Scheme") for cash consideration of C$7.50 per
Option less the exercise price for that Option.  
Tianqi will today release a press release which provides additional
information on its financing arrangements and will be filing an early
warning report on SEDAR which will be available for review at
www.sedar.com under Talison's profile. 
Scheme Meeting and Voting on the Schemes 
As previously advised, the Share Scheme Meeting will be held on
February 27, 2013 at the Perth Convention and Exhibition Centre, 21
Mounts Bay Road, Perth, Western Australia, Australia at 10.00am and
the Option Scheme Meeting will be held on February 27, 2013 at the
Perth Convention and Exhibition Centre, 21 Mounts Bay Road, Perth,
Western Australia, Australia at 10.30am (or immediately after the
conclusion of the Share Scheme Meeting, whichever is later). 
Indicative Timetable(i)  


 
----------------------------------------------------------------------------
February 27, 2013   Scheme Meetings                                         
----------------------------------------------------------------------------
If the Schemes are approved by Talison Securityholders, the expected        
timetable for Implementation is:                                            
----------------------------------------------------------------------------
March 12, 2013      Hearing of the Federal Court of Australia to approve the
                    Schemes                                                 
----------------------------------------------------------------------------
March 12, 2013      Date on which the Schemes will take effect              
----------------------------------------------------------------------------
March 13, 2013      Last day of trading of Talison Shares on TSX            
----------------------------------------------------------------------------
March 19, 2013      Record date for determining Talison Securityholders     
                    entitled to receive the Scheme Consideration            
----------------------------------------------------------------------------
March 26, 2013      Expected date for payment of the Scheme Consideration   
----------------------------------------------------------------------------

 
(i)These dates are indicative only and are subject to change. 
ABOUT TALISON  
Talison is a leading global producer of lithium and has been
supplying a global customer network from the Greenbushes Lithium
Operations in Western Australia for over 25 years. In anticipation of
sustained growth in lithium consumption, driven primarily by the
secondary lithium battery market, Talison has doubled its production
capacity at the Greenbushes Operations.  
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 unaudited condensed consolidated interim
financial statements of Talison as at and for the interim period
ended December 31, 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 Limited
Frank Wheatley
Executive Director
+1 (604) 985 0528 
Talison Lithium Limited
Nicole Smith
Investor Relations
+1 (416) 671 5939 
Macquarie Capital
Michael Ashforth
Executive Director
+61 (8) 9224 0644 
Macquarie Capital
David Cobbold
Managing Director
+1 (416) 848 3654
 
 
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