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Chengdu Tianqi subsidiary acquires stake in Talison Lithium

November 12, 2012

TORONTO, Nov. 12, 2012 /CNW/ – Chengdu Tianqi Industry Group Co., Ltd. (“Tianqi”) today announced that its wholly-owned subsidiary Windfield Holdings
Pty Ltd. (“Windfield“) has acquired, and agreed to acquire, an aggregate of 17,143,422 ordinary shares (“Shares“) of Talison Lithium Limited (“Talison“), representing 14.99% of the issued and outstanding Shares, calculated
on a non-diluted basis.  This is made up of 11,343,522 Shares already owned by Windfield and a further 5,799,900 Shares, representing 5.07% of issued Shares (calculated on a
non-diluted basis), which are the subject of an agreement that
Windfield has entered into for the purchase of such Shares at a price
of C$6.50 per Share, subject to certain price adjustments and subject
to the condition that Windfield, or a related party, announces an
intention to make offers under a takeover bid for, or a proposal for a
scheme of arrangement to acquire, Shares in Talison at a price higher
than C$6.50 per Share.

Windfield acquired the Shares and entered into the agreement to acquire
such further Shares in connection with its current intention to submit
a proposal to Talison under which Windfield would acquire all of the
Shares that it does not already own by way of a scheme of arrangement. 
Windfield may acquire additional Shares prior to submitting any such
proposal.  It is intended that such proposal would be submitted to
Talison prior to the Talison shareholder meeting to consider the
proposed scheme of arrangement involving Rockwood Holdings, Inc. (the “Rockwood Scheme“).  While Windfield has not yet finalised the price under any such
proposal, if the proposal is made, the price would be higher than
contemplated under the proposed Rockwood Scheme.  Any proposal may be
subject to certain conditions, including necessary regulatory
approvals, financing on appropriate terms, satisfactory confirmatory
due diligence and entry into a definitive scheme implementation
agreement with Talison.  There can be no assurances that a proposal
will be submitted to Talison or, if submitted, that its conditions will
be satisfied.  This announcement does not constitute an offer for or
solicitation of Shares in any jurisdiction.

Tianqi, via its subsidiary Sichuan Tianqi Lithium Industries, Inc (“Tianqi Lithium“), is the world’s largest hard rock lithium converter. With over ten
years experience in the research, production and sales of lithium
chemicals, Tianqi Lithium offers a diverse portfolio of products
ranging from carbonate to lithium metals, in order to meet almost all
kinds of raw material demands from battery producers. Tianqi Lithium
holds a significant market share and is one of the most important raw
material providers for the clean energy industry in China.

Tianqi has enjoyed a strong and mutually beneficial relationship with
Talison and its predecessors since 1997.  Tianqi (through subsidiaries)
currently purchases approximately 40% of the chemical grade lithium
concentrate produced by Talison and is the sole distributor in China of
Talison’s technical grade lithium concentrate.

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 and its legal
advisers are Linklaters 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: http://www.tianqigroup.cn/en/Index/aboutus.html

SOURCE Chengdu Tianqi Industry Group Co., Ltd


Source: PR Newswire