Tasman and Flinders Announce Merger Negotiations to Create a
Diversified Critical Metals Company
VANCOUVER, BRITISH COLUMBIA--(Marketwired - Dec 12, 2013) -
Tasman Metals Ltd. ("Tasman" or the "Company")
(TSX-VENTURE:TSM)(NYSEMKT:TAS)(FRANKFURT:T61) and Flinders
Resources Limited (TSX-VENTURE:FDR) ("Flinders") are pleased to
announce they have initiated preliminary negotiations with regard
to a potential merger of the two companies (the "Potential
Merger"). Under the terms being considered, Tasman may acquire all
of the outstanding common shares of Flinders for consideration of
common shares of Tasman based on a yet to be determined share
exchange ratio (the "Ratio").
The Boards of Tasman and Flinders believe the project portfolios
of the two companies to be complementary, with both companies
focussed on the supply of critical materials to traditional and
high growth sectors of European industry. Tasman's primary focus is
the Norra Kärr rare earth element (REE) deposit in central-southern
Sweden, one of the world's largest known heavy REE projects, with
additional work underway on the nearby Yxsjöberg tungsten project,
historically northern Europe's largest tungsten producer. Flinders
is developing the Woxna flake graphite deposit in central Sweden
(the "Woxna Project"), which is on target to be one of the first
projects in the junior graphite industry to begin production,
scheduled for the 3rd quarter 2014.
Within Europe, there is a substantial degree of overlap between
the industrial consumers of REE's, tungsten and graphite and all
three materials are considered "critical" by the European
Commission under the Department of Enterprise and Industry's "Raw
Materials Initiative". The Boards of Tasman and Flinders believe a
merged entity will provide a larger market presence, provide
operational efficiency, and deliver a much stronger voice in the
global critical metals sphere. Furthermore, the combined company
may have greater liquidity and, given Tasman's US listing, may
generate interest from institutions looking to gain long term
exposure to a range of critical metals.
Mark Saxon, Tasman's President & CEO states, "The
contemplated merger of Tasman and Flinders would bring together a
portfolio of assets that fits very well with the needs of European
industry. We believe the unique nature and excellent potential of
the Nordic REE, tungsten and graphite assets speak for themselves.
We are confident that Tasman will benefit from the skills the
Flinders' team is gaining in the development of a mining asset in
Sweden and through the negotiation of sales contracts for its flake
graphite. We believe the proposed business combination will assist
in our goal to become the "supplier of choice" for secure and
ethically sourced critical materials to Europe."
Blair Way, Flinders' President & CEO states, "This
contemplated business combination of Swedish assets will create a
significant critical minerals company. It is anticipated that the
combined company will provide marketing and growth synergies in
addition to wide ranging cost efficiencies. We believe Flinders'
near term cash flow, project development and operational expertise
can support the next stages of Tasman's growth, while the addition
of a major asset like Norra Kärr would provide Flinders'
shareholders with exposure to another significant critical metal
asset. The proposed combined company has the opportunity to become
a sector leader, with potential to grow by adding aligned assets to
this larger critical metal business."
The Potential Merger is subject to a range of conditions,
including, but not limited to, an agreement between Flinders and
Tasman on the appropriate Ratio based on the guidance of their
respective financial advisors, and Tasman and Flinders entering
into a binding definitive agreement containing customary terms,
including representations and warranties, as are standard in a
transaction of this nature. In the event that a definitive
agreement is entered into between the parties, the closing of a
Potential Merger will be subject to additional conditions precedent
including, but not limited to, shareholder, regulatory and court
approvals, and other consents and requirements as are required by
applicable governing laws and stock exchange policies.
Nick DeMare is an officer and director of both Tasman and
Flinders. Mark Saxon is an officer and director of Tasman and a
director of Flinders. Michael Hudson and Robert Atkinson are
directors of Tasman and Flinders. Mariana Bermudez is an officer of
Tasman and Flinders.
Tasman and Flinders will issue further information about the
Potential Merger in the near future. However, there is no
obligation on the part of either Tasman or Flinders to consummate a
transaction relating to a Potential Merger or to enter into a
definitive agreement. No definitive agreement has been reached
between Tasman and Flinders and there can be no assurances that any
transaction relating to a Potential Merger or otherwise will
result, or as to the terms thereof.
This news release does not constitute the solicitation of any
vote for any securities and does not constitute an offer to sell or
a solicitation of an offer to buy any of the securities of Tasman
in the United States. The securities being issued have not been and
will not be registered under the United States Securities Act of
1933, as amended (the "U.S. Securities Act") or any state
securities laws and may not be offered or sold within the United
States or to U.S. Persons unless registered under the U.S.
Securities Act and applicable state securities laws or an exemption
from such registration is available.
Tasman's Qualified Person, Mr. Mark Saxon, President and Chief
Executive Officer of Tasman, and a Fellow of the Australasian
Institute of Mining and Metallurgy and Member of the Australian
Institute of Geoscientists and a qualified person as defined under
NI 43-101, has reviewed and verified the contents of this news
release.
Flinders' Qualified Person, Mr. Michael Hudson, a Director of
Flinders, a Fellow of the Australasian Institute of Mining and
Metallurgy and Member of the Australian Institute of Geoscientists
and a qualified person as defined under NI 43-101, has reviewed the
scientific and technical disclosure in this press release.
About Tasman Metals Ltd.
Tasman is a Canadian mineral development company focused on
critical metals including Rare Earth Elements (REE's) and tungsten
(W) in Scandinavia. Tasman is listed on the TSX Venture Exchange
under the symbol "TSM" and the NYSE-MKT under the symbol "TAS". REE
and tungsten demand is increasing, due to the metals' unique
properties that make them essential for high technology and
industry. Since over 95% of REE and 80% of tungsten supply is
sourced from China, the European Commission promotes policy to
develop domestic supply of critical metals to ensure the security
of industry. Tasman receives research funding from the European
Commission.
Tasman's exploration portfolio is uniquely placed, with the
capacity to deliver strategic metals from politically stable,
mining friendly jurisdictions with developed infrastructure and
skills. The Company's Norra Karr and Olserum projects in Sweden are
two of the most significant known heavy REE resources in the world,
enriched in dysprosium, yttrium, terbium and neodymium. The Company
is now focused on the safe, sustainable and responsible development
of its Scandinavian mineral portfolio.
About Flinders Resources Limited
Flinders is listed on the TSX Venture Exchange under the symbol
FDR and owns 100% of the Woxna Project, a unique and strategic
European graphite project in central Sweden. The Woxna Project,
with rated capacity of 10,000+ tonnes per year of flake graphite,
operated from 1996 to 2001 when production was halted due to
falling graphite prices. Since then, the Woxna Project has been
placed on care and maintenance.
Materially better graphite prices today and forecast growth in
graphite demand is why Flinders is in the process of re-starting
the Woxna Project. The Woxna Project is fully permitted and
requires moderate capital investment to restart the facility and
commence production. The Woxna Project is unique due to its high
quality large graphite flake, long life expandable resource, first
class existing infrastructure, potential to upgrade to value added
lithium battery graphite and its strategic position within the
European Union.
On behalf of the Board of Tasman Metals Ltd.,
Mark Saxon, President and CEO
On behalf of the Board of Flinders Resources Limited,
Blair Way, President and CEO
The TSX Venture Exchange nor its Regulation Services Provider
(as that term is defined in the policies of the TSX Venture
Exchange), the NYSE - MKT nor the Frankfurt Stock Exchange accepts
responsibility for the adequacy or accuracy of this news
release.
Cautionary Note to U.S. Investors Concerning Mineral Resources
and Reserves.
In this news release, the definition of "mineral resources" is
that used by the Canadian securities administrators and conforms to
the definition utilized by CIM in the "CIM Standards on Mineral
Resources and Reserves - Definitions and Guidelines" adopted on
August 20, 2000 and amended December 11, 2005.
The standards employed in estimating the mineral resources
referenced in this news release differ significantly from the
requirements of the United States Securities and Exchange
Commission (the "SEC") and the resource information reported may
not be comparable to similar information reported by United States
companies. The term "resources" does not equate to "reserves" and
normally may not be included in documents filed with the SEC.
"Resources" are sometimes referred to as "mineralization" or
"mineral deposits." While the terms "mineral resource", "measured
mineral resource", "indicated mineral resource" and "inferred
mineral resource" are recognized and required by Canadian
regulations, they are not defined terms under standards in the
United States and normally are not permitted to be used in reports
and registration statements filed with the SEC. The terms "mineral
reserve," "proven mineral reserve" and "probable mineral reserve"
are Canadian mining terms as defined in accordance with National
Instrument 43-101 - Standards of Disclosure for Mineral
Projects ("NI 43-101") and the CIM - CIM Definition Standards
on Mineral Resources and Mineral Reserves, adopted by the CIM
Council, as may be amended from time to time by the CIM. These
definitions differ from the definitions in the United States
Securities and Exchange Commission Industry Guide 7 ("SEC Industry
Guide 7") under the Securities Act of 1933. Under Canadian rules,
estimates of inferred mineral resources may not form the basis of
feasibility or prefeasibility studies, except in rare cases.
Disclosure of "contained ounces" in a resource is permitted
disclosure under Canadian regulations; however, the SEC normally
only permits issuers to report mineralization that does not
constitute "reserves" by SEC standards as in place tonnage and
grade without reference to unit measures.
The estimation of measured, indicated and inferred mineral
resources involves greater uncertainty as to their existence and
economic feasibility than the estimation of proven and probable
reserves. U.S. investors are cautioned (i) not to assume that
measured or indicated resources will be converted into reserves and
(ii) not to assume that estimates of inferred mineral resources
exist, are economically or legally minable, or will be upgraded
into measured or indicated mineral resources. It cannot be assumed
that the Company will identify any viable mineral resources on its
properties or that any mineral reserves, if any, can be recovered
profitably, if at all. As such, information contained in this news
release and the documents incorporated by reference herein
concerning descriptions of mineralization and resources under
Canadian standards may not be comparable to similar information
made public by United States companies in SEC filings.
Forward-Looking Information
Certain information in this news release may constitute
forward-looking statements or forward-looking information within
the meaning of applicable Canadian securities laws and as defined
in the U.S. Private Securities Litigation Reform Act of 1995
(collectively, "Forward-Looking Statements"). All statements, other
than statements of historical fact, that address activities, events
or developments that the Company or Flinders believes, expects or
anticipates will or may occur in the future are Forward-Looking
Statements. Forward-Looking Statements are often, but not always,
identified by the use of words such as "seek," "anticipate,"
"believe," "plan," "estimate," "expect," and "intend" and
statements that an event or result "may," "will," "can," "should,"
"could," or "might" occur or be achieved and other similar
expressions. Forward-Looking Statements are based upon the opinions
and expectations of the Company and/or Flinders based on
information currently available to them. Forward-Looking Statements
are subject to a number of factors, risks and uncertainties that
may cause the actual results to differ materially from those
discussed in the Forward-Looking Statements including, among other
things, that neither the Company nor Flinders has yet to generate a
profit from its activities; there can be no guarantee that the
estimates of quantities or qualities of minerals disclosed in the
Company's or Flinders' public record will be economically
recoverable; uncertainties relating to the availability and costs
of financing needed in the future; competition with other companies
within the mining industry; the success of any possible merged
company is largely dependent upon the performance of its directors
and officers and its ability to attract and train key personnel;
changes in world metal markets and equity markets; mineral reserves
are, in the large part, estimates and no assurance can be given
that the anticipated tonnages and grades will be achieved or that
the indicated level of recovery will be realized; production rates
and capital and other costs may vary significantly from estimates;
unexpected geological conditions; delays in obtaining or failure to
obtain necessary permits and approvals from government authorities;
all phases of a mining business present environmental and safety
risks and hazards and are subject to environmental and safety
regulation, rehabilitation and restitution costs and Flinders'
decision to restart production at the Woxna Project is based on
historical production and a preliminary economic assessment of the
project and Flinders has no plans to first complete a
pre-feasibility or feasibility study on the Woxna Project, as a
result there is an increased risk of technical and economic failure
for the project.
Although the Company and Flinders believe that the expectations
reflected in the Forward-Looking Statements, and the assumptions on
which such Forward-Looking Statements are made, are reasonable,
there can be no assurance that such expectations will prove to be
correct. Readers are cautioned not to place undue reliance on
Forward-Looking Statements, as there can be no assurance that the
plans, intentions or expectations upon which the Forward-Looking
Statements are based will occur. Forward-Looking Statements herein
are made as at the date hereof, and unless otherwise required by
law, neither the Company nor Flinders intends, or assumes any
obligation, to update these Forward-Looking Statements.
Tasmin Metals Ltd.Jim PowellVP Corporate Development+1 647 478
5806www.tasmanmetals.com
Tasman Metals Ltd. (TSXV:TSM)
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