Palladon Ventures Ltd.
TSX VENTURE : PLL

Palladon Ventures Ltd.

March 10, 2011 08:20 ET

Palladon Ventures-CML Update

VANCOUVER, BRITISH COLUMBIA--(Marketwire - March 10, 2011) - Palladon Ventures Ltd. ("Palladon" or the "Company") (TSX VENTURE:PLL) announces the following update from Dale Gilbert, CEO of CML Holdings Inc.

CML Metals Shareholder Update

Dear Shareholder,

I am pleased to provide an update concerning our financing, offtake arrangements, hedging transactions, corporate restructuring and concentrator construction.

Financing

On February 28, 2011 CML Holdings, Inc. ("CML", see description of corporate restructuring below) and Tangshan Jidong Products and Materials Trading Group Co., Ltd ("Tangshan") entered into a stock purchase agreement for the sale to Tangshan of $2mm of common stock in CML at a per share price of $52.93 (the "Initial Purchase"). The parties also have an agreement in place for the sale of an additional $18mm of stock in CML at the same per share purchase price (the "Second Purchase"). This Second Purchase is subject to final due diligence on the part of Tangshan, the completion of final documentation and the obtaining of all necessary governmental approvals in China by Tangshan. Tangshan's right to purchase the additional $18mm of stock from CML expires on March 31, 2011. If Tangshan fails to close the Second Purchase, Tangshan will remain minority shareholders in CML with limited shareholder rights. Assuming the Second Purchase closes, Tangshan will own, after both purchases, 12.5% of the common stock outstanding of CML.

Tangshan Jidong Products and Materials Trading Group Co., Ltd., is a large commerce and logistics company specializing in international trade, automobile refitting, real estate development, logistics, storage and catering services. It was founded as a state-owned company in 1994, and then privatized in 1999. The company has more than 3,000 employees with a variety of technical skills and expertise. The company has been ranked in the "Top 100 Enterprises" in Hebei Province, China for eight consecutive years. It has also been ranked as one of the "China Top 500 Enterprises" and "China Top 500 Enterprises in Service Industry" for five consecutive years. The company is now one of 20 largest commerce and logistics corporations as recognized by the Hebei Provincial Government in China.

Tangshan Offtake Arrangements

Concurrent with the closing of the Initial Purchase, CML also entered into offtake agreements with Tangshan. Both offtake agreements with Tangshan are subject to Tangshan completing the Second Purchase.

The first offtake agreement (the "Tangshan ROM Offtake") is for the sale of run-of-mine ("ROM") ore to Tangshan for the period extending from March 31, 2011 to the earlier of: a) June 30, 2012 or b) the completion of CML's concentrator facility. The Tangshan ROM Offtake is for approximately 45,000-50,000 tons of ROM product per month and settles at a fixed price subject to penalties and premium for certain levels of impurities and iron grade. The fixed price of the Tangshan ROM Offtake is within current market prices and insures CML of profitability on the contract assuming the Company's current cost of production and stable ocean freight rates.

The second offtake agreement (the "Tangshan Concentrate Offtake") is for the sale of concentrate product commencing upon completion of the concentrate facility. The Tangshan Concentrate Offtake is for approximately one-third of the Company's estimated annual production and has a term of four years. The price is benchmarked to Platt's CFR China Index subject to penalties and premiums for impurities and iron ore grade. The Tangshan Concentrate Offtake also includes a marketing fee for Tangshan in-line with market rates for such services. For product sold under the Tangshan Concentrate Offtake, based upon current market conditions and the metallurgical test work and plant design completed to date, CML expects, net of marketing fees paid to Tangshan, to earn a premium above the 62% Platt's benchmark price for iron ore, the most commonly quoted benchmark price.

Trafigura Offtake Agreements

CML also would like to announce the signing of another set of offtake agreements with Trafigura, AG. The first offtake agreement (the "Trafigura ROM Offtake") is for the sale of ROM ore to Trafigura from the period extending from February 1, 2011 through the earlier of: a) June 30, 2012 or b) the completion of CML's concentrator facility. The Trafigura ROM Offtake is for approximately 50,000 tons of ROM product per month. The settlement price for the Trafigura ROM Offtake is based upon a fixed percentage discount to the then 62% Platt's Benchmark Index price for the month of settlement subject to penalties and premiums for impurities and iron ore grade.

The second offtake agreement with Trafigura (the "Trafigura Concentrate Offtake") is for the sale of concentrate product commencing upon completion of the concentrate facility. The Trafigura Concentrate Offtake is for approximately one-third of the Company's estimated annual production and has a term of four years. The price is benchmarked to Platt's CFR China Index subject to penalties and premiums for impurities and iron ore grade. The Trafigura Concentrate Offtake also includes a marketing fee for Trafigura in-line with market rates for such services. For product sold under the Trafigura Concentrate Offtake, based upon current market conditions and the metallurgical test work and plant design completed to date, CML expects, net of marketing fees paid to Trafigura, to earn a premium above the 62% Platt's benchmark price for iron ore, the most commonly quoted benchmark price.

Trafigura is one of the world's leading international commodity traders, specializing in the oil, minerals and metals markets, with 67 offices in 44 countries in Europe, Africa, Asia, Australia, and North, Central and South America. Its principal corporate offices are in Amsterdam, Geneva, London and Lucerne. Trafigura's primary trading businesses are the supply and transport of crude oil, petroleum products, renewable energies, coal, refined metals, ferrous and non-ferrous ores and concentrates. It is the world's second largest independent non-ferrous trading company and the third largest independent oil trader. Founded in 1993, the company is owned by its founding shareholders and senior management. It has achieved substantial growth in the last five years, growing turnover from US$18 billion in 2004 to US$79.2 billion in 2010.

Hedging Transactions

In February, CML entered into a series of iron ore hedges with Credit Suisse as required by the terms of the Company's credit facility with Credit Suisse. The first series of hedges relates to CML's production under the Trafigura ROM Offtake. By entering into hedges with Credit Suisse for the production sold to Trafigura under the Trafigura ROM Offtake, CML has effectively fixed the price it will receive under that contract subject to penalties and premiums for impurities and iron ore grade. Before netting out the transaction costs associated with the Credit Suisse hedges, the price fixed under the Trafigura ROM Offtake agreement by virtue of the hedges with Credit Suisse, is substantially similar to the fixed price under the Tangshan ROM Offtake agreement. The fixed price received under the hedged Trafigura ROM Offtake is within current market prices and insures CML of profitability on the contract assuming the Company's current cost of production and stable ocean freight rates.

CML also entered into a hedging contract with Credit Suisse for a portion of the Company's 2012 production. For 2012 CML has sold forward 180,000 tons of production at a benchmark price for 62% Fe grade ore of $141 per ton CFR. The forward sales settle 30,000 per month from January to June 2012. If the Company's concentrate facility is producing by 2012, CML, on its 180,000 tons of hedged production, will have locked in $141 per ton CFR plus premiums expected from producing above the hedged 62% Fe grade (CML estimates 67%+ Fe grades on its production) less marketing costs, netting a price higher than $141 per ton CFR based on current market conditions. If the concentrator is not producing, the company will sell its tonnage under its ROM offtake agreement with Trafigura and the hedges will serve to lock in a price at or near the Company's current cost of ROM production.

Corporate Restructuring

On March 2, 2011, CML Metals, Inc. ("Metals") became a wholly-owned subsidiary of CML Holdings, Inc. Shareholders in Metals contributed all of their shares to CML Holdings, Inc. and received shares of CML Holdings, Inc. in return so that their beneficial interests remained unchanged. With respect to the credit facility with Credit Suisse, CML Metals continues to be the borrower, and the shares of CML Metals owned by CML Holdings, Inc. are being pledged as collateral. This restructuring arrangement should provide CML Holdings, Inc. with additional flexibility if it chooses to develop its business beyond the scope of the Concentrator Plant project. The corporate restructuring in no way changed the economic or voting interests of any of the former, direct shareholders of CML Metals.

Concentrator Construction Update

Construction on the Concentrator Plant continues to move forward at a rapid pace. The mass excavation, of approximately 100,000 cubic yards was completed on February 25th and the first concrete footing was poured shortly after on March 3rd. Concrete work is expected to continue through the better part of the month, with the building arriving on site towards the end of the month and erection starting immediately thereafter. Equipment procured now includes the SAG mill, Ball mill, Magnetic Separators, and Hydro-Cyclones. Requests for quotes have been issued on the majority of remaining components. Additional test work is being performed to optimize the de-watering circuit and engineering continues to be completed for portions of the plant.

Mine Operations

The operations at the mine continue on the planned ramp-up to our optimal production of 2 million tons per annum. March marks our first month with two vessels scheduled for shipment to China, previous months had only one. CML also accepted delivery of an additional 133 railcars bringing the total fleet to 283, with an additional 126 cars to be delivered in approximately two weeks.

We are very excited about the addition of Tangshan and Trafigura to our growing list of world-class partners. Both bring immediate credibility in the international iron ore markets and provide CML with consistent and reliable offtake arrangements for both our ROM and concentrate production. The fixed price nature of the ROM contracts allows us to lock-in profitability for the remainder of 2011 as we move toward our ultimate goal of producing concentrate in January of 2012.

We look forward to closing the Second Purchase with Tangshan. The additional capital provided by the Second Purchase will allow us incremental cushion in our concentrate construction plan as well as the flexibility to consider other strategic opportunities. I look forward to updating you on some of these opportunities as they are developed further.

Thank you for your continued support.

Dale Gilbert, CEO CML Holdings Inc.

John Cutler, CEO of Palladon, commented: "CML continues to make great progress at Iron Mountain. We wholeheartedly support their efforts."

About Palladon Ventures Ltd.

Assuming the Tangshan Second Purchase closes, Palladon will hold an 18.62% fully diluted interest in CML Holdings Inc. CML 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. 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 statement.

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.

Contact Information