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To: Goose94 who wrote (18282)6/21/2016 9:37:44 AM
From: Goose94Read Replies (1) | Respond to of 202401
 
Tasman Metals (TSM-V) and Flinders Resources (FDR-V) June 21, '16 jointly announce that further to the news release dated May 11, 2016, they have signed a definitive arrangement agreement whereby Flinders will acquire through a statutory plan of arrangement all of the outstanding shares of Tasman. Under the terms of the Arrangement, Tasman shareholders will receive 0.5 of a Flinders common share for each Tasman Share.

Holders of outstanding stock options, warrants and compensation options exercisable to acquire Tasman Shares will be entitled to receive, upon exercise of such securities, for the same aggregate consideration, 0.5 of a Flinders Shares in lieu of each Tasman Share otherwise issuable.

Upon completion of the Arrangement, the current management team of Flinders will manage the affairs of the resulting issuer.

The Agreement, which will be available shortly on SEDAR under each of Flinders' and Tasman's profiles, contains customary representations, warranties and covenants by each party.

The Arrangement is subject to a number of customary closing conditions including, but not limited to, receipt of all court and regulatory approvals as well as approval by the shareholders of Tasman.

It is anticipated that Tasman will hold a special meeting of shareholders on August 10, 2016 (the "Tasman Meeting") to consider the Arrangement. An Information Circular containing detailed disclosure on the Arrangement will be mailed to Tasman shareholders shortly and will be available on Tasman's website and under Tasman's profile on SEDAR.

The Arrangement will require the approval of 66?% of the votes cast on the Arrangement resolution by Tasman shareholders present in person or by proxy at the Tasman Meeting voting as a single class, together with minority approval in accordance with Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions.

This announcement is for informational purposes only and does not constitute an offer to purchase, a solicitation of an offer to sell the shares or a solicitation of a proxy.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities 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.

On behalf of the Board of Tasman Metals Ltd.

"Mark Saxon"
Mark Saxon, President & CEO

On behalf of the Board of Flinders Resources Ltd.

"Blair Way"

tasmanmetals.com

flindersresources.com