TORONTO, Sept. 29 The
Goldman Sachs Group, Inc.
("GS & Co."), 200 West Street, ("GS Group"), 200 West Street,
New York, NY, 10282 New York, NY, 10282
GS&Co. & GS Group are hereinafter referred to collectively as the
"Offeror".
2. The designation and number or principal amount of securities and the
offeror's securityholding percentage in the class of securities of
which the offeror acquired ownership or control in the transaction or
occurrence giving rise to the obligation to file the news release,
and whether it was ownership or control that was acquired in those
circumstances.
In connection with a plan of arrangement completed on September 22,
2010 involving Talison Lithium Limited (the "Company") and Salares
Lithium Limited ("Salares"), the Company acquired all of the issued
and outstanding securities of Salares in exchange for either ordinary
shares in the capital of the Company ("Shares") or the equivalent
number of exchangeable shares (which may be exchanged for Shares on a
one-for-one basis) (the "Arrangement"). Further details regarding the
Arrangement are set out in the joint press release of the Company and
Salares dated September 22, 2010, which has been filed with the
applicable regulatory authorities and is available on the Company's
SEDAR profile at www.sedar.com.
Prior to the Arrangement, the Company was a private issuer and the
Offeror and certain direct or indirect subsidiaries of GS Group
beneficially owned and controlled 11,270,431 Shares (the "Offeror
Shares"). The Offeror did not acquire any additional Shares in
connection with the Arrangement. On September 23, 2010, in connection
with the Arrangement, the Shares commenced trading on the
Toronto
Stock Exchange ("TSX") under the symbol "TLH". Following the
completion of the Arrangement, the Offeror Shares represented
approximately 12.78% of the issued and outstanding Shares of the
Company.
3. The designation and number or principal amount of securities and the
offeror's securityholding percentage in the class of securities
immediately after the transaction or occurrence giving rise to the
obligation to file a news release.
Following the completion of the Arrangement noted in item 2 above,
the Offeror and certain direct or indirect subsidiaries of GS Group
beneficially owned and controlled 11,270,431 Shares, representing
approximately 12.78% of the issued and outstanding Shares of the
Company.
4. The designation and number or principal amount of securities and the
percentage of outstanding securities of the class of securities
referred to in paragraph 3 over which:
(i) the offeror, either alone or together with joint actors, has
ownership and control,
Following the completion of the Arrangement noted in item 2
above, the Offeror and certain direct or indirect subsidiaries
of GS Group beneficially owned and controlled 11,270,431
Shares, representing approximately 12.78% of the issued and
outstanding Shares of the Company.
(ii) the offeror, either alone or together with joint actors, has
ownership but control is held by other persons or companies
other than the offeror or any joint actor,
Not Applicable.
(iii) the offeror, either alone or together with joint actors, has
exclusive or shared control but does not have ownership.
Not Applicable.
5. The name of the market in which the transaction or occurrence that
gave rise to the news release took place. Not applicable.
The transactions effected in connection with the
Arrangement and completed on September 22, 2010, were effected in
pursuant to a statutory plan of arrangement under Section 288 of the
Business Corporations Act (
British Columbia), which was approved by
the Supreme Court of British Columbia on September 21, 2010.
6. The value, in
Canadian dollars, of any consideration offered per
security if the offeror acquired ownership of a security in the
transaction or occurrence giving rise to the obligation to file a
news release.
Not applicable. No Shares were acquired by the Offeror in connection
with the Arrangement. See Item 2, above.
7. The purpose of the offeror and any joint actors in effecting the
transaction or occurrence that gave rise to the news release,
including any future intention to acquire ownership of, or control
over, additional securities of the reporting issuer.
The Offeror Shares were acquired in the ordinary course of the
investment activities of the Offeror and certain direct or indirect
subsidiaries of GS Group. The Offeror and certain direct or indirect
subsidiaries of GS Group may purchase or sell securities of the
Company in the future on the open market or in private transactions,
depending on market conditions and other factors material to the
investment decisions of the Offeror and certain direct or indirect
subsidiaries of GS Group.
8. The general nature and the material terms of any agreement, other
than lending arrangements, with respect to securities of the
reporting issuer, entered into by the offeror, or any joint actor,
and the issuer of the securities or any other entity in connection
with the transaction or occurrence giving rise to the news release,
including agreements with respect to the acquisition, holding,
disposition or voting of any securities.
Not applicable. No Shares were acquired by the Offeror in connection
with the Arrangement. See Item 2, above.
9. The names of any joint actors in connection with the disclosure
required by this form.
The securities being reported on by GS Group, as a parent holding
company, are owned, or may be deemed to be beneficially owned, by GS
& Co. GS & Co. is a direct and indirect wholly-owned subsidiary of GS
Group.
In accordance with Section 5.1 of National Instrument 62-103 (the
"National Instrument"), this filing reflects the securities
beneficially owned or controlled by certain business units of GS
Group and its subsidiaries and affiliates which include business
units engaged in principal investing activities, managing
discretionary accounts and customer facilitation trading
(collectively, the "Goldman Sachs Reporting Unit"). This filing does
not reflect securities, if any, beneficially owned or controlled by
any business units of GS Group whose beneficial ownership of or
control over securities is disaggregated from that of the Goldman
Sachs Reporting Unit in accordance with the National Instrument.
The Goldman Sachs Reporting Unit disclaims beneficial ownership of
the securities beneficially owned by (i) any client accounts with
respect to which the Goldman Sachs Reporting Unit or its employees
have voting or investment discretion, or both and (ii) certain
investment entities of which the Goldman Sachs Reporting Unit acts as
the general partner, managing general partner or other manager, to
the extent interests in such entities are held by persons other than
the Goldman Sachs Reporting Unit.
10. In the case of a transaction or occurrence that did not take place on
a stock exchange or other market that represents a published market
for the securities, including an issuance from treasury, the nature
and value in Canadian dollars of the consideration paid by the
offeror.
Not applicable. No Shares were acquired by the Offeror in connection
with the Arrangement. See Item 2, above.
11. If applicable, a description of any change in any material fact set
out in a previous report by the entity under the early warning
requirements or Part 4 of National Instrument 62-103 in respect of
the reporting issuer's securities.
Not applicable.
12. If applicable, a description of the exemption from securities
legislation being relied on by the offeror and the facts supporting
that reliance.
Not applicable.
