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Re: News Releases - Tuesday, July 29, 2008
Tiomin and Jinchuan Sign Agreement to Develop the Kwale Titanium
Project
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TORONTO - July 29, 2008 Tiomin Resources Inc. ('Tiomin' or the
'Company') (TSX: TIO) 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, Compa�ia 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') (TSX-V:
RRS). 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.
For further information on Tiomin please contact:
Jim O'Neill, VP Corporate Controller and Investor Relations
E-Mail: joneill@tiomin.com
Phone: 416-350-3779, ext. 231
Certain of the information contained in this news release constitute
'forward-looking statements' within the meaning of the Private
Securities Litigation Reform Act of 1995. Such forward-looking
statements, including but not limited to those respect to the prices of
metals and minerals, estimated future production, estimated costs of
future production and the Company's sales policy, involve known and
unknown risks, uncertainties and other factors which may cause the
actual results, performance or achievements of the Company to be
materially different from any forecast results, performance or
achievements expressed or implied by such forward-looking statements.
Such factors include, among others, the actual prices of copper and
gold, the actual results of current exploration, development and mining
activities, changes in project parameters as plans continue to be
evaluated, as well as those factors disclosed in the Company's
documents filed from time to time with the Ontario Securities
Commission.
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Copyright (c) 2008 TIOMIN RESOURCES INC. (TIO) All rights reserved.
For more information visit our website at http://www.tiomin.com/ or
send mailto:news@tiomin.com
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