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Salares and Talison Close $40 Million Growth Financing

Published: 09/13/2010

By Chad Accursi, Jay F. King, Philip Long, Christopher B. Norton, John P. Vettese

On August 19, 2010, Salares Lithium Inc. and Talison Lithium Limited closed a $40 million brokered private placement.

The Private Placement of subscription receipts of Salares consists of 32,128,515 Subscription Receipts being issued at $1.245 per Subscription Receipt for total gross proceeds of $40,000,001.18.

Each Subscription Receipt entitles the holder to receive, upon satisfaction of certain escrow release conditions by Salares and Talison, 0.35587 of a Talison share.

The Private Placement was managed by a syndicate of investment dealers led by Cormark Securities Inc. and including Byron Capital Markets, Canaccord Genuity Corp., Haywood Securities Inc. and GMP Securities L.P (collectively known as the "Agents").

The gross proceeds of the Private Placement will be delivered to and held by Computershare Trust Company of Canada in an interest bearing account pursuant to the terms and condition of a Subscription Receipt Agreement between Salares, Talison, Computershare and Cormark.

The net Escrowed Funds will be released from escrow to Salares upon certain conditions being satisfied. If the escrow release conditions are not satisfied by September 30, 2010, the Escrowed Funds plus accrued interest shall be returned to the holders of the Subscription Receipts and the Subscription Receipts will be cancelled without any further action on the part of the holders.

The Subscription Receipts will be subject to a four-month hold period, expiring on December 20, 2010. If the escrow release conditions are satisfied by September 30, 2010, then the Talison shares which will be issued pursuant to the terms of the Subscription Receipts will not be subject to a hold period, provided certain conditions are met.

Cassels Brock acted for the Agents with a team that included John Vettese (Mining/Securities), Chad Accursi (Mining/Securities), Jay King (Mining/Securities), Philip Long (Securities) and Christopher Norton (Tax).