DENVER, CO, Dec. 31, 2015 /CNW/ – Resource Capital Fund VI L.P. (“RCF“) announced that on December 29, 2015 it acquired 11,540,833 common shares (the “Common Shares“) in the capital of Talon Metals Corp. (“Talon“) pursuant to a non-brokered private placement (the “Private Placement“) at a price of C$0.12 per Common Share for aggregate proceeds of US$1,000,000.
The Private Placement is being undertaken in connection with a financing transaction between Talon, RCF and Kennecott Exploration Company, a subsidiary of the Rio Tinto Group (collectively, the “Financing“). Pursuant to the Financing, Talon received a total of US$15 million from RCF to be used by Talon to earn an 18.45% interest in the Tamarack Nickel-Copper-PGE Project, located in Minnesota, USA.
The remaining US$14 million was provided by RCF to Talon by way of an unsecured convertible loan (the “RCF Unsecured Loan“). The RCF Unsecured Loan will mature on the date (the “Maturity Date“) that is the earlier of: (i) November 25, 2018; and (ii) the date upon which RCF elects to accelerate the due date upon the occurrence of certain events, including an event of default. The RCF Unsecured Loan will bear interest at the rate of 12% per annum and all interest will accrue and become payable on the Maturity Date. Under the terms of the RCF Unsecured Loan, RCF may elect to convert all or part of the principal amount of the RCF Unsecured Loan (including all capitalized interest) into Common Shares at any time at a conversion price of C$0.156 per Common Share (the “Conversion Price“). Any amount being converted pursuant to RCF’s conversion right shall be converted from United States dollars into Canadian dollars based on the currency exchange rate as reported by Bloomberg as of 5:00 p.m. (EST) on the first business day preceding the conversion date.
Upon closing of the Private Placement, RCF now holds approximately 9.7% (11,540,833 Common Shares) of the 118,372,970 issued and outstanding Common Shares of Talon on an undiluted basis. Assuming full conversion of the RCF Unsecured Loan, based on the Conversion Price, RCF will hold approximately 56% (135,826,730 Common Shares based on the exchange rate as of December 23, 2015) of the 242,658,867 then issued and outstanding Common Shares of Talon on a partially diluted basis.
The Common Shares were issued from Talon’s treasury and not acquired on the secondary market. The Common Shares were acquired by RCF for investment purposes. RCF may from time to time acquire additional securities, dispose of some or all of the existing or additional securities or may continue to hold the securities of Talon.
In accordance with applicable law, the Common Shares will be subject to a four month hold period commencing on December 29, 2015.
For further information and to obtain a copy of the early warning report filed under applicable Canadian securities laws in connection with the Private Placement, please see Talon’s profile on the SEDAR website www.sedar.com.
