Tiomin and Jinchuan Sign Agreement to Develop the Kwale Titanium Project
Tiomin Resources Inc. is pleased to announce that it has signed a Memorandum of Understanding (‘MOU’) with Jinchuan Group Limited (‘Jinchuan’) of the People’s Republic of China for Jinchuan to invest US$25 million directly into Tiomin Kenya Limited (‘TKL’), a wholly owned subsidiary of Tiomin that owns 100% of the Kwale Mineral Sands Project (“Kwale” or “the project”). Jinchuan’s investment will entitle it to a 70% interest in TKL and, through its shareholding, the project. Under the terms of the MOU, Jinchuan will procure all financing, on normal commercial terms, to develop Kwale. The transaction (which is subject to certain conditions, including definitive documentation) is expected to close by no later than November 1, 2008.
Rationale for the Transaction
Since declaring Force Majeure to the Government of Kenya (‘GoK’) on December 19, 2006, Tiomin considered various alternatives to finance and develop Kwale. The proposed transaction optimizes the rate of return to Tiomin’s shareholders and restores significant value to an asset that investors have assumed has zero value. Mr. Robert Jackson, President and CEO of Tiomin, commented “This transaction is extremely important for Tiomin and removes the cloud of uncertainty that has driven the shares to cash value. Jinchuan is a very strong partner and we are confident that the project will be underway as soon as possible provided that we close satisfactorily”.
Highlights of the Transaction
Under the terms of the MOU, Jinchuan shall provide or arrange on commercially acceptable terms the balance of the financing required by TKL for the construction, development and daily operation of Kwale. On commencement of commercial production all net cash flow generated by Kwale will be used to repay the outstanding loans provided by Jinchuan. Thereafter net free cash flow will be distributed pro-rata to the shareholders of TKL. Jinchuan will be responsible for the construction, development and management of Kwale and the management of TKL.
In order for Closing to take place on November 1, 2008, certain conditions must be met, including board approval for both companies, a formal valuation of Tiomin’s interest in TKL, regulatory approval, Barrick’s consent through its subsidiary, Pangea Goldfields, on its ‘right of first refusal’ on any sale of interest in the four properties held in TKL, the completion of outstanding items by the GoK, definitive agreements between Tiomin, TKL and Jinchuan and Tiomin shareholders’ approval.
About Jinchuan Group Limited
Jinchuan is a major integrated non-ferrous metallurgical company engaged in mining, concentrating, smelting and chemical engineering that produces nickel, copper, cobalt, rare and precious metals and also some chemical products such as sulfuric acid, caustic soda, liquid chlorine, hydrochloric acid and sodium sulfite, together with some further processed nonferrous metals products. Jinchuan’s output of nickel and platinum group metals respectively accounts for more than 90% of China’s total production.
About Tiomin Resources Inc.
Tiomin is maximizing shareholder value by the acquisition, exploration and development of industrial mineral, gold and base metal projects. Jinchuan, one of China’s largest mining companies, owns 20% of Tiomin.
Tiomin has three main assets: approximately $24.0 million of cash, a 49% interest in the Pukaqaqa copper and gold project in Peru and a 100% interest in the Kwale titanium project in Kenya. Tiomin’s share price currently only reflects the value of its cash position and it receives no value for its other assets in Peru or Kenya. Tiomin is also working to optimize the value of its shares by acquiring, or investing in, other prospective exploration properties.
Tiomin and its 51% partner at Pukaqaqa, Compania Minera Milpo S.A. (‘Milpo’), have an existing NI 43-101 measured and indicated copper resource and scoping study at Pukaqaqa, and also recently expanded its land position through the acquisition of the Puka Sur property. Tiomin and Milpo plan an extensive exploration program in 2008/9 aimed at increasing the resources.
In Kenya, TKL’s obligations under Kwale’s mining lease remain subject to Force Majeure while the GoK completes the remaining conditions that will be required by lenders to finance Kwale. Tiomin is confident that with Jinchuan’s acquisition of a 70% interest in TKL, the Kwale project will be developed and that the GoK will complete the remaining items to ensure the construction and development of the project.
Tiomin also owns a 17.9% interest in Kivu Gold Corporation, a company focused on mineral exploration in sub-Saharan Africa.
Tiomin also expects to complete by October 1, 2008 its previously announced transaction with Radiant Resources Inc. (‘Radiant’) (CDNX:RRS.V). Radiant is a base metals and gold exploration company focused on the Altay Shan mineral belt in Xinjiang Province in northwestern China. Radiant is in partnership with Baodi, which is owned by the provincial government. Radiant and Baodi own a joint venture company, Xinjiang Pacific Resources (‘XPR’), which owns the portfolio of exploration properties that are of interest to Tiomin. Radiant has satisfied the contractual requirements to increase its ownership of XPR from 51% to 70% and is in the process of registering this change. Radiant has a right to earn up to 90% of XPR.
To find out more about Tiomin Resources Inc. and Jinchuan Group Ltd., please visit the company websites at www.tiomin.com and www.jnmc.com.
Contacts: Tiomin Resources Inc. Jim O’Neill VP Corporate Controller and Investor Relations (416) 350-3779 ext. 231 Email: email@example.com
Source: Tiomin Resources Inc.