Chengdu Tianqi agrees to acquire additional shares in Talison Lithium

TORONTO, Nov. 21, 2012 /CNW/ - Chengdu Tianqi Industry (Group) Co., Ltd. ("Tianqi") today announced that Windfield Holdings Pty Ltd ("Windfield"), a wholly-owned subsidiary of Tianqi, has entered into conditional purchase agreements in respect of the acquisition of a further 4,434,371 ordinary shares ("Shares") in Talison Lithium Limited ("Talison") representing 3.88% of the issued and outstanding Shares, calculated on a non-diluted basis, at a price per Share of C$7.15 subject to certain price adjustments and subject to the condition that Tianqi receives approval from the Australian Treasurer under Australia's Foreign Acquisitions and Takeovers Act ("FIRB Approval").

Windfield entered into the purchase agreements in connection with the submission of its formal written proposal on November 19, 2012 to the board of directors of Talison under which Windfield would acquire all of the Shares that it does not already own for a price of $7.15 per Share in cash.

Upon FIRB Approval being received, Tianqi will therefore own 22,878,033 Shares or 19.99% of the issued and outstanding Shares (calculated on a non-diluted basis and based on 114,390,171 Shares issued and outstanding, based on the share registry provided by Talison).

Tianqi intends to vote or cause to be voted all the Shares it owns or controls against Rockwood's proposed scheme of arrangement.

Neither this release nor the proposal constitutes a public proposal under section 631 of the Australian Corporations Act 2001 by Tianqi or Windfield to make a takeover bid for securities in any company.

An early warning report will be filed on SEDAR and will be available for review at www.sedar.com under Talison's profile.

Tianqi's financial adviser is RedBridge Grant Samuel, its tax and accounting adviser is PricewaterhouseCoopers, and its legal advisers are Linklaters and ZhongLun in China, Allens in Australia and Stikeman Elliott in Canada.

Further Information About Tianqi:

Tianqi is a privately held Chinese company founded in 2003.  Its business activities are primarily conducted through the following subsidiaries:

• Sichuan Tianqi Lithium Industries, Inc. - a Chinese company listed on the Shenzhen Stock Exchange, engaged in the production of lithium carbonate and other lithium products from chemical-grade lithium concentrates sourced from Talison;

• Sichuan Tianqi Industry Co., Ltd. - a distributor of technical grade lithium concentrates, as the sole distributor for Talison in China;

• Chengdu Tianqi Machinery - provides spare parts and accessories for machinery and electrical equipment used in the construction, packing and agriculture sectors; and

• Chengdu Sendasun Agricultural Machinery Co., Ltd. - undertakes research, development, manufacturing and sales of agricultural equipment.

Tianqi and its subsidiaries conduct their operations mainly from China, but have customers, business partners and suppliers in various countries around the world, including Europe, Australia, the United States and Japan.

More information about Tianqi is available from the following website: www.tianqigroup.cn/en/Index/aboutus.html

SOURCE: Chengdu Tianqi Industry Group Co., Ltd

Australia
Greg Baxter, Kreab Gavin Anderson
[phone]
[phone]
[email protected]

Canada
Joshua Goldman-Brown, Kreab Gavin Anderson
[phone]
[email protected]