Palladon Ventures Ltd.
TSX VENTURE : PLL

Palladon Ventures Ltd.

May 31, 2011 08:22 ET

Palladon Ventures-CML Update

VANCOUVER, BRITISH COLUMBIA--(Marketwire - May 31, 2011) - Palladon Ventures Ltd. ("Palladon" or the "Company") (TSX VENTURE:PLL) announces the following update from Dale Gilbert, CEO of CML Holdings Inc.

CML Holdings Shareholder Update

Dear Shareholder,

I am pleased to provide an update concerning our investment from Tangshan Jidong Products and Materials Trading Group Co., Ltd ("Tangshan") and an update on the construction of our concentrate facility.

Tangshan Update

On February 28, 2011, as previously announced, CML Holdings ("CML") closed the sale of $2mm of stock to Tangshan (the "Initial Sale"). The Initial Sale contemplated that CML would conclude a second stock sale of $18mm to Tangshan by March 31, 2011 (the "Second Sale"). The Second Sale required a Stock Purchase Agreement between CML and Tangshan as well as integrating Tangshan into the existing Shareholders Agreement between and among the original shareholders of CML. For a number of external factors, the necessary documents were not agreed to and the second round of financing did not occur as planned on March 31, 2011.

I am pleased to announce that on May 27th CML and Tangshan signed a Stock Purchase Agreement for the sale of stock to Tangshan in the amount of $18mm. In addition, Tangshan and the shareholders of CML have agreed to terms including Tangshan in the Shareholders Agreement. Pursuant to the Stock Purchase Agreement, Tangshan will purchase $18mm of stock in CML subject to final government approval in China, which shall take no more than 45 days from the date of the signed Stock Purchase Agreement. Upon the closing of the Second Sale, combined with the stock purchased in the Initial Sale, Tangshan will own 10% of CML. In addition, the CML Board will be expanded from its current four members to five. Tangshan will nominate one member of the Board with the remaining four nominees unchanged.

The pro forma share ownership is listed below:

As ofSecond
5/27/11SalePro Forma% age
Luxor Capital and affiliates2,039,0822,039,08269.4%
Palladon Ventures Ltd566,580566,58019.3%
Management + vendors (1)39,33339,3331.3%
Tangshan37,786256,102293,88810.0%
Total2,682,781256,1022,938,883100.0%
  1. Excludes 19,667 restricted shares issued to management subject to certain vesting schedules.

In addition to the investment, Tangshan will continue to offtake one boat per month of run-of-mine ore from CML, and will offtake just under one-third of our expected concentrate production upon final construction of the concentrate facility. We are excited to conclude our agreements with Tangshan and welcome them to the CML team.

Concentrator Update

Construction continues to progress rapidly and on schedule.

Building erection is nearing completion. Concrete crews have completed the main support matt for the mills, comprising 100 tons of steel and over 2000cy of concrete. Crews will continue with the pedestals for the mills and the remaining concrete work over the coming months. The electrical contractor was selected and began the main power feed to the plant, temporary power for construction, and lighting. All major equipment for the mill has been identified and purchased, with the first mechanical installations scheduled to commence in June.

Otherwise, it is business as usual at CML. Run-of-mine operations continue smoothly, with a monthly average of approximately 166,000 dry metric tonnes shipped in April and May. On the corporate front, our focus remains closing the second tranche of the Credit Suisse loan which we hope to close by the end of June. At that time I expect to provide a full financial and operating update and an outlook for 2012.

Thank you for your continued support.

Dale

Dale Gilbert, CEO CML Holdings Inc.

John Cutler, CEO of Palladon, commented: "This update clearly documents that CML continues to make good progress toward their stated goals. The investment by Tangshan gives CML added flexibility and provides a new basis for valuing Palladon's stake in CML. Based on the Tangshan investment in CML, Palladon's revised 19.3% interest in CML is valued at approximately C$38.9 million, or C$1.42 per outstanding Palladon share."

Further information about CML, included updates with pictures showing construction activity on the concentrator plant, can be found at www.cmlmetals.com. Palladon now has a link on its website to the CML website.

About Palladon Ventures Ltd.

Palladon owns a significant minority interest in CML, 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. 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 the 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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