Palladon Ventures Ltd.

Palladon Ventures Ltd.

January 13, 2011 08:51 ET

Palladon Ventures Ltd.: Financing, Investing and CML Update

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Jan. 13, 2011) - Palladon Ventures Ltd. ("Palladon" or the "Company") (TSX VENTURE:PLL)(FRANKFURT:PV-1) announces updates with respect to recent financing activity, investing activity, and an update from CML Metals Corporation.

First, as stated in its December 30, 2010 release, Palladon is in the process of completing, subject to approval from the TSX Venture Exchange (the "Exchange"), a non-brokered private placement of up to CDN$6.0 million at a price of not less than CDN$0.06 per share (the "Private Placement"), to fully fund Palladon's US$5.6 million proportionate share of a US$25.6 million equity financing being undertaken by CML Metals Corporation ("CML"). Luxor Capital Partners, LP informed Palladon that it has completed its US$20 million share of the equity financing.

Palladon is diligently working to complete this private placement with Qualified Investors within the next 10 days. The per share price is currently anticipated to be approximately CDN$.065 cents, which is consistent with the valuation of CML used in the current capital call issued to Luxor Capital and Palladon.

Second, in a news release dated January 4, 2011, Luxor Capital Group LP announced that it had acquired beneficial ownership of 37,608,310 common shares of Palladon Ventures Ltd. As a result, Luxor now beneficially owns a total of 39,061,452 common shares of Palladon, representing approximately 20.67 per cent of the issued and outstanding common shares of Palladon. Luxor acquired the Palladon shares by a share purchase with Jana Master Fund Ltd., Jana Nirvana Fund LP and Jana Nirvana Master Fund LP for a total acquisition cost of CDN$2,444,540. The share purchase agreement contained customary representations and warranties for a transaction of a similar size and nature.

Finally, what follows is a letter to CML shareholders from Dale Gilbert, CEO of CML Metals Corporation, which Palladon received on January 12, 2011.

CML Metals Shareholder Update January 12, 2011

Dear Shareholder,

I am pleased to provide a year-end update for the calendar year ending December 31, 2010.

2010 in Review

2010 was an important and successful year at CML Metals. In March of 2010, the former Palladon Iron Corporation was restructured into CML Metals, and with the restructuring my responsibilities shifted from CEO of Palladon Ventures to CEO of CML Metals. In the nine months since the ownership change at CML, my team and I have made significant accomplishments toward establishing CML as the premier producer of iron-related product in the Western United States. Our accomplishments include each of the following:

  • Ended the arbitration with CKI International with no additional monies to be paid CKI unless CKI were to establish offtake agreements for CML or introduce a financing partner to CML. The ending of the arbitration allowed CML to enter into new offtake negotiations with other interested parties and allowed for the sale of spot cargoes in the second half of 2010. The Company does not expect to enter into any additional contracts with CKI in the future.
  • Negotiated and executed logistics contracts for the provision of short and long haul rail services, rail cars, port access and contract mining allowing CML to commence production and sale of run-of-mine (ROM) product in September 2010.
  • Sold approximately 190,000 tons of ROM ore from September to the end of the year to various Western and Asian purchasers for use in China. The ROM sales generated positive cash flow excluding overhead and expenditures related to the construction of the concentrator while also securing important logistics partners for the eventual sale of concentrate product.
  • Hired Samuel Engineering, a highly respected engineering/design firm, to conduct the EPCM (Engineering, Procurement, and Construction Management) required to design and construct the concentrator plant. During 2010 Samuel Engineering, in conjunction with CML, completed a very precise, ground-up, Metallurgical Testwork Program that yielded a world-class 67%+ Fe (Iron) concentrate product and commenced basic and detailed engineering on the concentrate plant based on the testing program. Equipment procurement commenced with RFQ's being issued for most major components, while near-final flowsheet, plant layout, building, and earthwork plans were distributed for review and finalizing.
  • Retained JBR Environmental, an Environmental Engineering firm, to assist in the permitting process for current and future operations. All permits for current operations were brought up to date and put in-place with the required agencies in conjunction with the commencement of mining operations. As of the end of the year, with the exceptional participation from state and local agencies, the permitting process for the production of concentrate was in its final stages with all necessary permits on-track and expected to be in place by End of Ql 2011.
  • Hired a COO and CFO as well as other important staff positions as the Company prepares to ramp its labor force in anticipation of increasing production as well as construction and eventual completion of the concentrator.
  • Raised $22mm of equity from our existing shareholders and signed a term sheet for a $45mm loan facility from an internationally recognized bulge bracket bank. CML expects the combination of the equity proceeds and the loan facility, if it is funded, to fully fund the construction of the concentrate plant.

Financing Update

On November 23, 2010, CML signed a non-binding term sheet with an internationally recognized bulge bracket bank outlining material terms for a potential $45 million loan. Such loan may be funded in two phases: a) an initial $20 million loan, which is expected to close this month, and b) a $25 million add-on loan that is subject to various closing conditions including a final independent engineer's report and an offtake agreement in place for the sale of concentrate. Although CML and the lender have not yet finalized definitive terms or entered into definitive commitment agreements, the parties are working diligently towards that end. As with all loans, the loan will be subject to various customary and other conditions precedent including final credit approvals, satisfactory documentations and the completion of due diligence by such bank (and the bank has not provided any guarantees that any commitments will be forthcoming prior to satisfaction of such conditions). CML is seeking to have full loan documentation completed by the end of January.

In addition to the loan, CML also received $22mm in equity funding from its existing shareholders this year. Approximately $21.5mm of that funding came from Luxor Capital, the Company's majority shareholder, with the balance coming from Palladon Ventures. Palladon has the option to fund approximately $5.5mm by January 31" which would bring the total amount of equity contributed to CML to $27.5mm since the restructuring.

The ownership of CML is more fully described below:

  A   B   C   D  
Luxor 78.3 % 75.8 % 81.9 % 76.5 %
Palladon 21.7 % 21.1 % 15.8 % 21.3 %
Mgmt + Other 0.0 % 3.2 % 2.4 % 2.2 %


A = as of restructuring, March 2010 inclusive of the $2mm equity raise into CML concurrent with the restructuring

B = after one-time stock grants to key employees and certain third-party vendors

C = after Luxor Capital's $20mm investment in December

D = assumes Palladon fully exercises its option to acquire an additional $5.5mm of CML stock

2011 Outlook

CML has booked shipments for January and February of 2011 in amounts totaling approximately 100,000 tons. The FOB price for those shipments is in the low to mid $60 a ton range. At this pricing, CML is cash flow positive, but not substantially so. The cash flow the ROM business generates is an ancillary benefit to CML however; the real benefit is the securing of the logistics in order to guarantee CML access to two million tons of rail and port capacity when the concentrator is completed. Without the ROM business, securing these logistics would have been impossible.

Currently CML is producing at a monthly rate of 50,000 tons. The fully-ramped concentrator production rate will approximate 167,000 tons per month, or more than triple our current rate of production. CML expects to gradually ramp toward this production rate throughout 2011. We expect the first step of this ramp to occur in February/March of 2011. On January 11th CML secured additional port and rail car capacity that will enable us to more than double current production as early as the end of February (dependent on the time to mobilize the rail cars and arrange a customer for the additional tonnage).

In addition to the increasing of production, CML expects to announce in January an offtake contract with a major offtake partner for a portion of both its ROM and concentrate production. The details of the offtake contract will be provided once the final contract has been signed, subject to confidentiality requirements on the part of our offtake partner. We are excited about this partnership and I look forward to discussing the details further with you shortly.

CML remains on-track to close its previously disclosed loan facility. The holidays set us back a few weeks, but we hope to have the loan facility in-place no later than the end of January. Our initial capital expenditure budgets, compiled with the assistance of Samuel Engineering, estimate a total budget for the concentrator of $55-$65mm including contingencies. If Palladon fully exercises its right to purchase its pro rata share of CML and the loan facility closes, CML will have access to $72.5mm of financing plus the ROM cash flows to fund its construction budget and deal closing expenses.

With the equity from Luxor Capital in-place we have started to move forward with Samuel on the construction of the plant. The most important item from a plant design standpoint is the SAG mill. We have identified a SAG mill with the help of Samuel and expect to procure the mill in the month of January. The SAG mill was the longest potential lead-time item for CML and an item that needed to be procured before design and building work could be finalized. With the SAG mill identified and hopefully secured in the coming weeks, we remain on-target for a Q1 2012 completion date. Once completed we expect production of 2 million tons per annum from the concentrator.

We are very proud of our accomplishments in 2010 and we remain excited about our prospects in 2011 and beyond. We are doing everything in our power to control costs (operating and capital) and advance the project as quickly as possible. Iron ore prices remain robust, but we are mindful of their volatility and we are taking all the steps we can to increase efficiency and productivity.

Thank you again for your continuing support.

Dale Gilbert

CEO CML Metals Corporation

John Cutler, CEO of Palladon, commented: "We continue to be impressed with the progress being made by CML at the Iron Mountain Project. Not only have they established a solid logistics plan which they are working to expand, they are also putting in place the components necessary to capitalize on the concentrate opportunity."

As outlined above, Palladon's near term priority is to complete the announced Private Placement such that it can fully fund its $5.6 mil pro rata share of the CML equity raise.

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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