Tamerlane Ventures Inc.

Tamerlane Ventures Inc.

November 09, 2010 09:30 ET

Tamerlane Signs Term Sheet for US$10.0 Million Senior Secured Bridge Loan and Stand-by Facility to Advance its Pine Point Project

BELLINGHAM, WASHINGTON--(Marketwire - Nov. 9, 2010) - 


Tamerlane Ventures Inc. ("Tamerlane" or the "Company") (TSX VENTURE:TAM) announces that it has signed a term sheet for a US$5.0 million senior secured bridge loan and an additional stand-by facility for up to US$5.0 million arranged by Renvest Mercantile Bancorp Inc. through its Global Resource Fund.

The Company has arranged these financings to fund various near-term expenditures at the Pine Point lead-zinc project in the Northwest Territories while it completes arranging the production financing to place the project into production.

The bridge loan will be used to fund definitive engineering expenditures on the Pine Point project, cash deposits on certain long lead-time orders, and for working capital. The stand-by facility will be used to fund acquisitions.

The Company will pay an upfront fee on the initial US$5.0 million bridge loan of US$125,000 in cash and 500,000 common shares of Tamerlane. The loan will be secured primarily by the Pine Point project. Interest on the bridge loan shall be at a fixed rate of 12.5% per annum. The bridge loan may be repaid by the Company in whole or in part at any time. In the case of an early repayment within the first 6 months from the closing date, the Company will pay the lender a prepayment penalty equal to 3 months of interest in proportion to the amount of the early repayment. No penalty will be applicable if the repayment is made after 6 months from the closing date.

The stand-by facility will carry a drawdown fee of 2.5% in cash and up to 500,000 shares of Tamerlane paid on the date of drawdown of the stand-by facility. The actual amount of cash and number of shares payable shall be pro-rated according to the gross amount actually drawn down under the stand-by facility. The stand-by facility has a fee payable of 25 basis points per month on any undrawn balance.

US$1.25 million from the initial bridge loan and the first US$1.25 million from the stand-by facility (if drawn down) shall be in the form of a convertible debenture, with a conversion price per share of C$0.40. The Company shall have the right to force conversion of the convertible debenture if and when the price per common share has traded at a minimum of C$0.90 for 30 consecutive days on a volume weighted average basis.

In conjunction with the initial bridge loan, any and all amounts drawn down under the stand-by facility shall become part of the senior secured bridge loan, which shall be fully due and payable by the Company 18 months following the closing date.

The financings are subject to completion of legal and technical due diligence and completion of all standard documentation for this type of loan. The transactions are expected to close no later than November 30, 2010.

The Company will pay a finder's fee equal to 2% of any amount drawn down on either facility. This fee will be a non-cash fee and will be paid by the issuance of shares of Tamerlane at the market price at the time of drawdown. All issuances of Tamerlane shares under this debt facility are subject to the approval of the TSX Venture Exchange.

Mike Willett, CEO of Tamerlane commented, "Margaret Kent, our Chair, and I are pleased that we have arranged this financing, which will enable us to proceed with the final engineering and development of the mine and mill and infrastructure facilities to place the Pine Point Mine into production. By the end of the first quarter of 2011, we expect to have completed our update of the 2008 feasibility study. We are encouraged that we have found no major impact to capital and operating costs to date and anticipate that there will not be any significant change to the economics of the project."

Margaret Kent, Tamerlane's Chair, added, "We are proceeding on track with our negotiations with lenders for the larger project financing package and with parties who will provide funding linked to concentrate off-take agreements. We anticipate that we will have term sheets acceptable to the Company in approximately six months. We have arranged this current financing so as not to dilute shareholders' equity, while maintaining flexibility to take advantage of any opportunity that would enable us to grow the Company on terms that would be accretive to shareholders. Currently Tamerlane has 65.5 million shares issued and outstanding and 79.7 million shares on a fully diluted basis."

About Tamerlane Ventures Inc.

Tamerlane Ventures Inc. is an exploration and development mining company with advanced base metal development projects in Canada and Peru. The Company is working towards bringing the world-class Pb/Zn Pine Point Property back into production in the Northwest Territories, Canada, and developing its Los Pinos heap leach copper project in Peru. The Company's primary focus is the Pine Point Project, which consists of the Pine Point Mine, which was the largest and most profitable base metal mine in Canadian history. Tamerlane controls the Pine Point Project, along with a large contiguous property to the west.

On behalf of Tamerlane Ventures Inc.

Michael A. Willett, Chief Executive Officer

Caution Concerning Forward-Looking Information

This press release contains forward-looking information within the meaning of applicable securities laws. We use words such as "may", "will", "should", "anticipate", "plan", "expect", "believe", "estimate" and similar terminology to identify forward-looking information. It is based on assumptions, estimates, opinions and analysis made by management in light of its experience, current conditions and its expectations of future developments as well as other factors which it believes to be reasonable and relevant. Forward-looking information involves known and unknown risks, uncertainties and other factors that may cause our actual results to differ materially from those expressed or implied in the forward-looking statements and accordingly, readers should not place undue reliance on those statements. Risks and uncertainties that may cause actual results to vary include but are not limited to the speculative nature of mineral exploration and development, including the uncertainty of reserve and resource estimates; operational and technical difficulties; the availability to the Company of suitable financing alternatives; fluctuations in zinc, lead and other resource prices; changes to and compliance with applicable laws and regulations, including environmental laws and obtaining requisite permits; political, economic and other risks arising from our activities; fluctuations in foreign exchange rates; as well as other risks and uncertainties which are more fully described in our annual and quarterly Management's Discussion and Analysis and in other filings made by us with Canadian securities regulatory authorities and available at www.sedar.com.

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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