Palladon Ventures Ltd.

Palladon Ventures Ltd.

February 03, 2011 16:09 ET

Palladon Ventures-CML Update

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Feb. 3, 2011) - Palladon Ventures Ltd. (TSX VENTURE:PLL) ("Palladon" or the "Company") announces the following update from Dale Gilbert, CEO of CML Metals Corporation.

CML Metals Shareholder Update

Dear Shareholder,

I am pleased to provide an update concerning our financing and plant construction.


On Monday, January 31st CML closed the first $20mm tranche of a two-tranche, $45mm loan with Credit Suisse. The first tranche is fully collateralized by $20mm of the approximately $25.6mm cash the company raised from its shareholders in December of 2010 and January of 2011. The proceeds of the first tranche will be used to fund capital expenditures related to the construction of the concentrate plant. The $25mm second tranche and the $20mm of cash collateral backing the first tranche will be released to fund the remaining capital expenditure required to construct the plant upon the company meeting certain conditions, precedent to closing, including the production of an Independent Engineer's report satisfactory to Credit Suisse, in its sole discretion. The company hopes to close the second tranche of the facility in the second quarter of 2011.

The terms of the facility include an interest rate equal to the following: a) between the closing of the facility and the earlier of: the funding of the second tranche, or the maturity of the first tranche (in the event the second tranche fails to close)- LIBOR + 3%; b) between the closing of the second tranche and the completion of the concentrate plant (including a ramp-up period)- LIBOR + 6%; c) thereafter- LIBOR + 5%. In the event the second tranche closes, the facility shall begin amortizing in the second half of 2012 with a final maturity date of January 2015. In the event the second tranche fails to close, the first tranche will mature on June 30, 2012.

Plant Construction

We continue to make substantial progress at CML as we begin to realize our goal of completing a 2mm ton per year concentrate facility at Iron Mountain. Construction has already commenced on the site, with earthwork being completed in preparation for the start of building construction in the forthcoming weeks. The building itself has been purchased and has entered into the final design and manufacturing process. Equipment procurement has started with the purchase of a SAG Mill (Semi-Autogenous Mill), the primary grinding mill in the plant and longest-lead time component, and RFQ's have been issued for most other major components.

The addition of Credit Suisse as a partner to our project is an exciting development and one that further validates all the hard work the CML team has put into this project the past year. The company is proud to be working with world class partners and their involvement in the project gives us even greater credibility in the industry. We'd also like to thank our financial advisors, RK Equity Advisors for arranging and structuring the financing. RK Equity remains on retainer with the company as we seek to close the second tranche of the Credit Suisse facility and as continued financial advisors to the company.

Thank you for your continued support.

Dale Gilbert, CEO, CML Metals Corporation

John Cutler, CEO of Palladon, commented: "CML continues to make good progress at Iron Mountain. In support of the CML debt financing, both Luxor and Palladon have pledged all of their CML shares as security under the credit agreement."

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.

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