Tasman Metals Ltd. (fka TASIF)

[Tommy]

$TAS - Tasman and Flinders Announce Merger Negotiations to Create a Diversified Critical Metals Company

http://www.tasmanmetals.com/s/NewsReleases.asp?ReportID=615552&_Type=News-Releases&_Title=Tasman-and-Flinders-Announce-Merger-Negotiations-to-Create-a-Diversified-Cr

Vancouver, Canada - Tasman Metals Ltd. ("Tasman" or the "Company") (TSXV:TSM) (Frankfurt:T61) (NYSE-MKT: TAS) and Flinders Resources Limited (TSXV: FDR) ("Flinders") are pleased to announce they have initiated preliminary negotiations with regard to a potential merger of the two companies (the "Potential Merger"). Under the terms being considered, Tasman may acquire all of the outstanding common shares of Flinders for consideration of common shares of Tasman based on a yet to be determined share exchange ratio (the "Ratio").

The Boards of Tasman and Flinders believe the project portfolios of the two companies to be complementary, with both companies focussed on the supply of critical materials to traditional and high growth sectors of European industry. Tasman's primary focus is the Norra Kärr rare earth element (REE) deposit in central-southern Sweden, one of the world's largest known heavy REE projects, with additional work underway on the nearby Yxsjöberg tungsten project, historically northern Europe's largest tungsten producer. Flinders is developing the Woxna flake graphite deposit in central Sweden (the "Woxna Project"), which is on target to be one of the first projects in the junior graphite industry to begin production, scheduled for the 3rd quarter 2014.

Within Europe, there is a substantial degree of overlap between the industrial consumers of REE's, tungsten and graphite and all three materials are considered "critical" by the European Commission under the Department of Enterprise and Industry's "Raw Materials Initiative". The Boards of Tasman and Flinders believe a merged entity will provide a larger market presence, provide operational efficiency, and deliver a much stronger voice in the global critical metals sphere. Furthermore, the combined company may have greater liquidity and, given Tasman's US listing, may generate interest from institutions looking to gain long term exposure to a range of critical metals.

Mark Saxon, Tasman's President & CEO states, "The contemplated merger of Tasman and Flinders would bring together a portfolio of assets that fits very well with the needs of European industry. We believe the unique nature and excellent potential of the Nordic REE, tungsten and graphite assets speak for themselves. We are confident that Tasman will benefit from the skills the Flinders' team is gaining in the development of a mining asset in Sweden and through the negotiation of sales contracts for its flake graphite. We believe the proposed business combination will assist in our goal to become the "supplier of choice" for secure and ethically sourced critical materials to Europe."

Blair Way, Flinders' President & CEO states, "This contemplated business combination of Swedish assets will create a significant critical minerals company. It is anticipated that the combined company will provide marketing and growth synergies in addition to wide ranging cost efficiencies. We believe Flinders' near term cash flow, project development and operational expertise can support the next stages of Tasman's growth, while the addition of a major asset like Norra Kärr would provide Flinders' shareholders with exposure to another significant critical metal asset. The proposed combined company has the opportunity to become a sector leader, with potential to grow by adding aligned assets to this larger critical metal business."

The Potential Merger is subject to a range of conditions, including, but not limited to, an agreement between Flinders and Tasman on the appropriate Ratio based on the guidance of their respective financial advisors, and Tasman and Flinders entering into a binding definitive agreement containing customary terms, including representations and warranties, as are standard in a transaction of this nature. In the event that a definitive agreement is entered into between the parties, the closing of a Potential Merger will be subject to additional conditions precedent including, but not limited to, shareholder, regulatory and court approvals, and other consents and requirements as are required by applicable governing laws and stock exchange policies.

Nick DeMare is an officer and director of both Tasman and Flinders. Mark Saxon is an officer and director of Tasman and a director of Flinders. Michael Hudson and Robert Atkinson are directors of Tasman and Flinders. Mariana Bermudez is an officer of Tasman and Flinders.

Tasman and Flinders will issue further information about the Potential Merger in the near future. However, there is no obligation on the part of either Tasman or Flinders to consummate a transaction relating to a Potential Merger or to enter into a definitive agreement. No definitive agreement has been reached between Tasman and Flinders and there can be no assurances that any transaction relating to a Potential Merger or otherwise will result, or as to the terms thereof.