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Tiomin Announces Proposed Acquisition Of Radiant Resources Inc.
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TORONTO - May 28, 2008 - Tiomin Resources Inc. ('Tiomin' or the
'Company') (TSX: TIO) and Radiant Resources Inc. ('Radiant') (TSX-V:
RRS) are pleased to announce that they have entered into a binding
letter of intent ('LOI') pursuant to which Tiomin will acquire all of
the outstanding securities of Radiant in exchange for securities of
Tiomin (the 'Transaction'). Also, Tiomin has agreed to lend Radiant
CDN$500,000 to begin drilling its Sarsuke property in the Altay Shan
region of northwestern China.
Rationale for the Transaction
Tiomin has cash and seeks good quality exploration properties. Radiant
must raise funds in a challenging market to finance its portfolio of
exploration properties.
Radiant's properties are in northwestern China, in an area with a known
history of mining activity. Recent geophysics by Radiant indicates
that the key Sarsuke property is a highly prospective base metal
exploration target. It is 5km from the Ashele Mine ('Ashele'), a large
underground producer of massive copper-zinc sulphides, which are known
to occur in regional clusters. Ashele is the only major copper-zinc
discovery in the immediate region, which is a statistical anomaly. In
addition, the area around Sarsuke and Ashele is under-explored and will
benefit from using up-to-date exploration methodology. Radiant's
competent team in China provides a strong platform for acquiring and
developing a minerals exploration portfolio that could realize
synergistic benefits with Tiomin's largest shareholder, Jinchuan Group
Limited ('Jinchuan'), one of China's largest mining companies.
Highlights of the Transaction
Under the terms of the proposed Transaction, holders of securities of
Radiant will receive one common share, common share purchase warrant or
option, as appropriate, of Tiomin in exchange for each common share,
common share purchase warrant or option, as the case may be, of
Radiant. The proposed Transaction is expected to be effected by way of
a three-cornered amalgamation, whereby a wholly-owned subsidiary of
Tiomin will amalgamate with Radiant and, upon completion of the
transaction, the resulting corporation will be a wholly-owned
subsidiary of Tiomin and will continue to carry out the business of
Radiant. The common shares of Radiant will be de-listed from the TSX
Venture Exchange ('TSX-V') upon closing of the Transaction.
Completion of the Transaction is subject to a number of conditions,
including, but not limited to, the negotiation and execution of a
definitive agreement, the receipt of all required approvals, including
the approvals of the Toronto Stock Exchange, the TSX-V and Radiant's
shareholders at a meeting to be held as soon as practicable (but before
October 1, 2008). There can be no assurance that the Transaction will
be completed as proposed or at all.
Each party will pay its own costs and expenses (including all legal,
accounting and financial advisory fees and expenses) in connection with
the Transaction, including expenses related to the preparation,
execution and delivery of the LOI, the definitive agreement and such
other required documents, provided, however, that if the required
approval of Radiant's shareholders to the Transaction is not obtained,
Radiant is required to pay Tiomin's expenses and costs related to the
Transaction in an amount not to exceed CDN$250,000. In addition, each
party has agreed to pay the other a break fee of CDN$500,000 in certain
circumstances if the Transaction is not completed.
Certain major shareholders, directors and officers (and their
affiliates) of Radiant holding an aggregate of approximately 40% of
Radiant's outstanding common shares have entered into voting and
standstill agreements in connection with the Transaction.
If holders of more than 5% of the outstanding common shares of Radiant
exercise any right to dissent in connection with the Transaction,
Tiomin at its discretion may terminate the LOI resulting in the
obligations of Radiant to pay to Tiomin a break fee of CDN$500,000,
immediately repay the $500,000 loan plus accrued interest and pay all
of Tiomin's costs associated with the Transaction.
As at May 27, 2008, the outstanding share capital of Radiant was
30,044,985 common shares on an undiluted basis, and 41,588,348
calculated on a fully diluted basis. Tiomin currently holds 1,146,353
common shares of Radiant. An aggregate of 445,365,168 Tiomin common
shares are issued and outstanding as at the date of this news release.
Bridge Loan
Tiomin will make a CDN$500,000 loan to Radiant maturing on October 1,
2008. Interest on the loan is 15% per year and is payable upon
maturity. The loan is secured against all of the personal property of
Radiant, including a pledge of the shares of Alliance Pacific Resources
Corporation ("APR"), Radiant's wholly-owned subsidiary. Radiant will
use the proceeds of the loan for exploration expenses on its Sarsuke
property. Radiant will grant to Tiomin non-transferable warrants to
purchase up to 1,666,666 common shares of Radiant at an exercise price
equal to the last closing price immediately before closing of the loan.
Each warrant will be exercisable for a period of two years (subject to
earlier acceleration or cancellation under the policies of the TSX-V).
The warrants and the common shares issuable upon the exercise of the
warrants are subject to a four-month hold period.
The loan and the issuance of the warrants have been conditionally
accepted by the TSX-V and remain subject to its final acceptance.
The warrants and shares of Radiant issued in connection with the loan
and the securities of Tiomin to be issued in connection with the
Transaction will not be registered under the United States Securities
Act of 1933, as amended, and may not be offered or sold in the United
States or to, or for the benefit of, U.S. persons except in certain
transactions exempt from the registration requirements of such Act.
This news release does not constitute an offer or the solicitation of
an offer to buy nor shall there be any sale of the securities in any
state in which such offer, solicitation or sale would be unlawful.
About Tiomin Resources Inc.
Tiomin is maximizing shareholder value by the acquisition, exploration
and development of industrial mineral, gold and base metal projects.
Jinchuan owns 20% of Tiomin.
Tiomin has three main assets: $26.2 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 assets in Peru or Kenya. Tiomin is working to optimize the value
of Pukaqaqa and Kwale and to acquire, or invest 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 acquired a
neighbouring exploration property. Tiomin and Milpo plan an extensive
exploration program in 2008/9 aimed at increasing the resources.
In Kenya, Kwale remains in Force Majeure while the Government of Kenya
completes the remaining conditions likely to be required by lenders to
Kwale. Tiomin is confident that Kwale can ultimately be developed but
notes that bureaucratic processes are unpredictable and often take
longer than expected. Tiomin may develop, sell part or sell all of
Kwale.
Tiomin also owns a 17.9% interest in Kivu Gold Corporation, a company
focused on exploration in sub-Saharan Africa.
About Radiant Resources Inc.
Radiant is a base metals and gold exploration company focused on the
Altay Shan mineral belt in Xinjiang, 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
Corporation ('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.
Sarsuke, the key property, is close to Ashele, which is a Volcanic
Massive Sulfide ('VMS') type mine. This mine is reported in China to
contain 36 million tonnes grading 2.43% Cu, 1.08% Zn and 0.45 g/t Au.
In other locations around the world, VMS mines are found to occur in
clusters. Examples are the South Urals region of
Russia, the Iberian
Pyrite Belt in Spain and Portugal, the Bathurst and Noranda areas of
Canada and the Rudny Altay region of Kazakhstan and
Russia. Radiant's
personnel and consultants have significant expertise in exploring VMS
deposits.
Radiant recognizes that the combination of the Tiomin's assets with the
Radiant's assets allows the shareholders of Radiant to be involved in
an energetic company with an aggressive growth strategy, wide
geographic exposure and a diversified development portfolio.
To find out more about Tiomin Resources Inc. and Radiant Resources
Inc., please visit the websites at www.tiomin.com and
www.radiantres.com.
For further information on Tiomin please contact:
Jim O'Neill, Investor Relations
E-Mail: joneill@tiomin.com
Phone: 416-350-3779, ext. 231
For further information on Radiant please contact:
Steve Hodges, President and CEO
steve@stevehodges.ca
613-321-5866
Jean-Charles Potvin,
Chairman of the Board of Directors
Robert Jackson
President and Chief Executive Officer
THE TSX VENTURE EXCHANGE HAS NOT REVIEWED AND DOES NOT ACCEPT
RESPONSIBILITY FOR THE ACCURACY OF THIS PRESS RELEASE
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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