Palladon Ventures Ltd.
TSX VENTURE : PLL

Palladon Ventures Ltd.

July 28, 2011 16:05 ET

Palladon Ventures-CML Update

VANCOUVER, BRITISH COLUMBIA--(Marketwire - July 28, 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 regarding our recent financing transactions, operations, construction of the plant as well as providing initial 2012 guidance.

Credit Suisse Loan

On July 25, 2011 CML closed the second tranche of its $45 million loan with Credit Suisse. The commercial terms of the loan are identical to those previously disclosed and are summarized in Appendix I. Upon closing, the $20 million of cash collateral backing the initial tranche of the term loan was released and will be used to fund the remaining construction of the concentrator.

The facility with Credit Suisse also required the Company to enter into certain hedging arrangements with respect to a portion of its 2012 and 2013 concentrate production. The hedges are cash-settled contracts in which CML has effectively sold forward the 62% Fe TSI Index as follows:

2012 690,000 metric tons $144 per metric ton
2013 1,200,000 metric tons $136 per metric ton

These hedges will serve to lock in a price for CML for those tons sold forward as further described in Appendix II. The hedge counterparties share in collateral with the term loan lenders and therefore the Company will not be required at any point to post cash collateral in the event the hedges are out-of-the-money.

Tangshan Investment

I am also pleased to report that CML and Tangshan have closed the second tranche of the $20mm Tangshan investment. Tansghan received the necessary government approvals and CML received the $18mm in two installments (July 8th and July 20th). Tangshan now owns 10% of the common stock of CML and will have the right to appoint one of the Company's five directors. In addition, with the closing of the $18mm investment the concentrate offtake agreement with Tangshan becomes effective immediately. We welcome Tangshan as a stakeholder in CML and look forward to their assistance in building CML's brand in China.

Sources and Uses Update

As of the date of the Tangshan closing, CML has approximately $46mm of cash on the balance sheet. This cash is net of all expected closing fees and expenses related to both the Credit Suisse loan and the Tangshan investment. In addition, the Company has $25mm of availability remaining under the Credit Suisse loan. Finally, the Company generates approximately $1mm a month in free cash flow from the run-of-mine operations. Assuming a January 31, 2012 completion date for the concentrator, CML has approximately $78mm of available resources on hand inclusive of the expected free cash flow. We currently estimate the remaining capital expenditures for the plant will be approximately $45mm1 (including $5.6mm contingency), leaving us excess capital of $33mm or $39mm exclusive of contingencies2.

Additional Capital Uses

In addition to the construction of the concentrator, CML plans to spend $5-8mm between now and completion of the concentrator as described below:

Deposit on SAG Mill for second concentrator $3.0mm - $4.0mm
Drill Tip Top and other mag anomalies; prove up Rex $1.0mm - $2.0mm
Short line rail improvements $1.0mm - $2.0mm

Deposit on SAG Mill for second concentrate

Subject to securing the required logistics, which we hope to accomplish in the coming few months, CML plans to increase its concentrate production from 2mm tons to 4mm tons. The longest lead-time item for this expansion is securing a SAG mill. We expect to secure the SAG mill in Q3 '11, with the current lead time for a SAG mill being approximately 12 months. We won't commit other significant capital toward the second concentrator until the logistics are in-place for us to ship the incremental capacity, but given the fungible nature of the SAG mill it makes sense for us to secure the mill now. Assuming the logistics can be arranged by year-end, we would hope to have the second concentrator constructed and operational by the start of 2013. The capital cost for the second concentrator will be similar to the first concentrator. At current transactable 2013 forward iron ore prices, the payback on the second concentrator is less than five months.

1 The fact that such a high proportion of the total capex remains to be spent is not an indicator of plant progress. Much of the outflow of dollars actually occurs in the last few months of construction, but many of those dollars have already been committed. The $45mm total to complete includes $5.6mm in contingency.

2 CML is required to keep approximately $12mm of this cash in a restricted account for the benefit of the term loan lenders to finance any cost overruns with the construction of the concentrator. Once the concentrator has been built and is ramped to commercial production, the $12mm of cash (or whatever the remaining balance may be at the time) will be released to CML Holdings as unrestricted cash.

Drill Tip Top and other mag anomalies; prove up Rex

We are working to move substantially all of the non-compliant resources at the Rex (approximately 120mm tons), as well as other non-compliant resources into a 43-101 proven/probable reserves state of compliance. This will require twinning 10 historically drilled Rex holes, with logging of the drill core and geotechnical analysis to be done by a third-party geologist. We expect the total cost of putting the Rex into the proven & probable category will be $750,000-$1,000,000 and we hope to have this completed by the end of Q4 '11. We can give no assurance at this time however, to the timing and that such resources will become 43-101 compliant. It is however, a top priority of the company.

Building off the mag survey work done in 2009 by Palladon Ventures, CML has identified select drill targets for resource expansion. The most promising of these targets is the Tip Top area which has seen limited mining by previous owners. The previous owners of CML mined approximately 4 mm tons from outcroppings at surface, but never mined or even drilled beyond the visible outcroppings. The 2009 mag survey shows strong mag anomalies covering a wide surface area surrounding and including Tip Top. Tip Top is situated directly above the Comstock Mountain Lion pit making it an ideal site from which to mine (overburden could be pushed into Comstock Mountain Lion pit once that pit is mined out). We will commence drilling Tip Top in Q4 '11 and will update you on results as they are received.

Short line rail improvements

The 14-mile spur line from Comstock Mountain Lion to the main Union Pacific line will require some moderate upgrades/maintenance this year including new rail ties, track upgrades and rail stabilization with new ballast in compliance with FRA standards. We expect the budget for this work to be $1-$2mm depending on the number of ties/length of track to be replaced.

Operations Update

Operations continue to run smoothly at CML. Shipments in May totaled 141,067 DMT tons and shipments in June totaled 143,394 tons. With the addition of new rail cars, our total fleet is up to 439 cars. We are now fully ramped in our logistics to an annual run rate in excess of 2mm tons. This gives us comfort that we will face few logistical issues when we switch from shipping run-of-mine ore to shipping 2mm tons of concentrate annually.

Construction Update

Plant construction is rapidly progressing with all major trades on site performing construction activities. The earthwork, building and site utilities have been substantially completed. Concrete crews have nearly completed the grinding area concrete and have started work on the thickener foundations and the ancillary buildings (office/storage/bathrooms/break facilities). The main electrical line has been run from the substation and temporary power has been pulled from it to use for construction and to power the building lights and service cranes. The mechanical installation contractor has commenced installing the ball mill components and will continue through completion as components arrive on site.

Engineering is nearing completion with the majority of mechanical work completed and focus moving to the electrical, piping and instrumentation, which will likely complete within the next couple of months. All major components have been ordered with few remaining components to be procured.

Reserve Updates

Robert Cameron, mine engineering consultant for CML Metals Corporation, recently reviewed drill data and topographic information pertaining to what is referred to as the Burke Stockpile, located in the Old Pits area. The data contained assay information and drill logs for six drill holes that were drilled on the stockpile in 2009, and a 2-ft contour map of the area, created in 2009 by Aerographics. By evaluating the information, a total of 2.6mm tons with an average grade of 37% Fe within the stockpile have been placed into 43-101 Probable Reserve status.

This updates the total Probable Reserves for the Iron Mountain Property to 37.3 million tons with an average grade of 44.9% Fe. CML continues to evaluate other potential resources on the site and perform the necessary work to bring them into compliance.

Estimated Probable Iron Reserves as of July 11, 2011
Tons Avg Fe
(millions) Grade
C-ML pit 25.6 49.6%
C-ML Low-grade Stockpiles 9.1 33.9%
Burke Stockpile 2.6 37.0%
Total Estimated probable Iron Reserves 37.3 44.9%

2012 Guidance

Our 2012 guidance assumes a February 1, 2012 start date for the concentrator and a 4-6 week ramp period. Everything under our control is progressing at the rate required to complete the concentrator on-time, but the delivery time of certain pieces of equipment is, to some extent, beyond our control. We maintain constant dialogue with our vendors; the current expected completion date represents our best estimate given the equipment delivery date projections at present.

Production

Run-of-mine sales 300,000-400,000 DMT
Concentrate sales 1,600,000-1,700,000 DMT
Total 1,900,000-2,100,000 DMT

Again, the current 2012 production guidance assumes a February 1, 2012 start date for the plant. If the plant were delayed, we would expect about 167,000 tons of concentrate to be swapped into run-of-mine production for every month of delay.

Revenue per ton of sales

Our revenue per ton of concentrate sales is indexed to the daily spot price for 62% Fe grade iron ore, CFR China. This is a price published daily by multiple industry sources. We will effectively receive the average daily price for the past month prior to the arrival of our ship in China adjusted for penalties and net of marketing fees paid to our offtake partners. Please see Appendix II for a more detailed description of the calculation of our per ton price.

Run-of-mine is a niche product with limited buyers. We negotiate price with our partners for some deliveries and have fixed a price on others. We will not provide guidance specific to run-of-mine price, but see "cost of production" below for an estimate of run- of-mine margin per ton.

Cost of production

Our current estimate for the fully delivered cost for our iron ore to China in 2012 is $68- 71 per DMT of concentrate, net of premium Fe grade bonus payments. This estimate is subject to change based upon ocean freight rates, diesel costs, Fe grade premiums and other commodities that affect our operating costs. See Appendix III for a more detailed description of our concentrate costs.

Our cost of production per ton of run-of-mine is lower than concentrate given the lower mining costs and lack of milling and processing costs, but the price we receive per ton of run-of-mine is substantially lower. We currently make EBITDA of $5-$10 per DMT on our 53% Fe ROM sales and expect a similar result in 2012.

Capital expenditures and working capital

Outside of the capital spent on the first concentrator and the capital described in "additional capital uses" above we expect to incur $2-$3mm in maintenance capital costs in 2012. Should our Board approve the construction of the second concentrator, we will update this estimate for the capital costs associated with building the second plant. We do not expect a significant move positively or negatively in working capital for 2012.

Operating Goals for 2012

Our primary goal for 2012 is to complete the plant on-time and on-budget and to quickly ramp to an annual production rate of 2mm tons. All of our other operating goals are secondary to ensuring the plant operates at its capacity, produces the optimal end product, and does so within the cost parameters we have projected to our shareholders, our lenders, and the Board.

In addition, management has identified two other operating initiatives for 2012: i) secure additional port capacity to allow production to increase to 4mm tons and ii) lower operating costs. We are working with certain ports on the west coast of the US as well as our rail partners to achieve a complete logistics solution to allow us increased production capacity. We are optimistic that we will achieve this result allowing us to start construction on the second concentrator in 2012, but no assurances can be given at this time. With respect to operating costs, once these initiatives are complete we believe $7- $12 per DMT of costs can be taken out of the business in 2012, reducing our delivered costs per DMT to $56-64, net of premium Fe grade bonus payments. We will provide more detail on our cost initiatives in future shareholder updates.

We have made great strides at CML this past year. Raising $45mm of project debt from a lender of Credit Suisse's stature is a major validation for our project. This was a six- month process from start to finish and involved a level of due diligence few mines of our size could withstand. We would like to thank Credit Suisse for all their hard work and their innovation in structuring the loan and the associated hedge program. This was a unique transaction and Credit Suisse's ability to tailor a product specific to CML is one of the reasons this project is succeeding. We're also excited to have Tangshan as a shareholder as we look forward to building partnerships with our customers in China.

CML Website

We would also like to direct you to our website at www.cmlmetals.com where we are posting updates and photos on a regular basis that highlight construction and our other activities.

Thank you for your continued support.

Dale

Dale Gilbert
CEO CML Holdings Inc.

Appendix 1 – CS Term Loan
Amount: $45,000,000
Rate: 3 mo. LIBOR + 6% until completion of plant
3 mo. LIBOR + 5% post completion of plant
Maturity: Amortizing quarterly through 2014
Mandatory Cash Sweep: 25% of free cash flow
Pre-Payable: Anytime at par
Appendix II – Price Per Ton Calculation
Start with realized 62% Fe TSI Index price
-Deduct: Penalties + Fees
Impurities over limits (none expected)
Moisture over/under limits (none expected)
Marketing fees + expenses
= Net price for CML
CML price calculation example (2012)
Hedged Production Open Production
Volume 690,000 910,000-1,010,000
62% Index (1) $144 / DMT $155/ DMT
Marketing/Expense * 96% * 96%
Net Price $138 / DMT $149 / DMT
(1) Index price for "Hedged Production" is the weighted average hedged price for all 2012 hedged volume. Index price for "Open Production" is based upon approximate mid-market forward curve prices as of July 11th for 62% Fe grade ore delivered in calendar year 2012.
CML price calculation example (2013)
Hedged Production Open Production
Volume 1,200,000 2,800,000
62% Index (1) $136 / DMT $143/ DMT
Marketing/Expense * 96% * 96%
Net Price $131/ DMT $137 / DMT
(1) Index price for "Hedged Production" is the weighted average hedged price for all 2013 hedged volume. Index price for "Open Production" is based upon approximate mid-market forward curve prices as of July 11th for 62% Fe grade ore delivered in calendar year 2013.
Appendix III Cost Summary for Concentrate
Cost Item Costs per DMT
On-Site (1) $22-$23 / DMT
Off-Site (2) $38-40 / DMT
Ocean (3) $33 / DMT
Fe Premium Bonus (4) ($25) / DMT
Total $68-$71 / DMT
2012 Cost Initiatives ($7-$12) / DMT
2013 Cost Goal $56-$64 / DMT
1) Includes mining, milling, testing, G&A and other
2) Includes all logistics excluding ocean freight
3) Ocean freight to China based on current freight rates and ports of departure
4) Assumes current Platts Fe Adjustment Factor of $5 per DMT per 1% Fe above 62% and assumes CML product grade of 67%

Appendix IV- Calculation of Premium Bonuses

  • In each of CML's offtake contracts there are provisions that allow the Company bonus payments for each shipment of concentrate grading higher than 62%
  • CML expects to produce a 67%+ Fe grade product and therefore expects to receive significant bonus payments from its offtake partners
  • The calculation of the bonus payments on a per DMT basis is as follows:
    • Bonus payment per DMT = (Actual CML Fe grade - 62) * Platts' Adjustment Factor
    • Platts' Adjustment Factor is a number published daily by Platts that represents the average premium paid by iron ore buyers on a per tons basis for every 1% of Fe above the 62% Index price
    • Current Platts' Adjustment Factor is approximately $5 per ton per 1% Fe above 62%
    • So if CML produces 67% product, we would derive bonus payments = (67-62) * $5 per DMT, or $25/DMT
  • Going forward, CML will report premium bonus payments as a reduction in cost similar to the manner in which base metals and precious metals producers show by-product sales as nets to cost

Palladon also announces that it and all other CML shareholders have entered into an Amended Shareholders Agreement which reflects the addition of Tangshan as a new shareholder, and which includes a provision pursuant to which Palladon, Luxor and Tangshan have placed their CML shares into escrow pursuant to a Custody Agreement dated July 7, 2011 (the "Custody Agreement") with JPMorgan Chase Bank, N.A. The purpose of the Custody Agreement is to facilitate, if required, the enforcement of the Amended Shareholders Agreement.

John Cutler, CEO of Palladon, commented: "This comprehensive update from CML adds valuable insight into the operational and financial dynamics of the Iron Mountain project. CML continues to execute on their business plan and has made great progress in advancing the mine, solidifying logistics and partnerships and moving the concentrate plant ahead on time and on budget. We are pleased with the closing of the recent financings and look forward to the commissioning of the concentrate plant in early 2012."

About Palladon Ventures Ltd .

Palladon Ventures Ltd. holds a 19.3% interest in CML Holding, Inc., which is focused on advancing the Iron Mountain Project, an iron ore mine located seventeen miles west of Cedar City, Utah.

Disclaimer for Forward-Looking Information:

Certain statements in this release may be 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, and (7) inability to finance operations and growth, (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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