Birim Goldfields Inc.

Birim Goldfields Inc.
Troy Resources NL

Troy Resources NL

May 24, 2006 09:00 ET

Birim Goldfields and Troy Resources Enter Into a Strategic Alliance, Troy Resources Leads Private Placement by Birim

MONTREAL, CANADA--(CCNMatthews - May 24, 2006) - Birim Goldfields Inc. (TSX:BGI)("Birim" or the "Company") and Troy Resources NL (ASX:TRY)("Troy") are pleased to announce that they have signed a Letter of Intent with the objective of establishing a strategic alliance for the exploration and development of selected projects in Ghana. As part of this strategic alliance, Troy will participate in the private placement in Birim described below and will receive various property rights.

In addition, Birim is pleased to announce a non-brokered equity financing (the "Offering") to raise a maximum of CAD $6,750,000. Pursuant to the Offering, Birim intends to issue up to 12,272,727 units at a price of CAD $0.55 per unit. Each unit will consist of one common share and one-half of one common share purchase warrant. Each whole warrant will entitle the holder to acquire an additional common share of the Company upon the payment of $0.80 per share for a period of 18 months following the closing date. If the 15-day weighted average closing price of the common shares of Birim on the Toronto Stock Exchange exceeds CAD$1.35, Birim will notify the warrant holders who will have 10 business days to exercise, failing which their warrants will automatically expire. As part of this Offering, Troy is acquiring 5 million units for CAD $2.75 million. Proceeds from the Offering will be used to finance the Company's exploration activities in Ghana and for general working capital purposes.

The issuance of any units over and above 8,596,100 units is subject to shareholder approval anticipated at the Company's next Annual and Special Meeting of the Shareholders scheduled for early July. Accordingly, Birim intends to complete the issuance of 8,596,100 units (including the issuance to Troy) as soon as possible and to complete the balance promptly after receiving shareholder approval. Birim has 51,576,604 common shares issued and outstanding. Assuming all 8,596,100 units are issued, immediately after the completion of this issuance, Troy will own approximately 8.31% of Birim's then issued and outstanding common shares (and assuming all of Troy's warrants are exercised, Troy will own approximately 11.97% of Birim's then issued and outstanding common shares). Troy is acquiring the units for investment purposes and may increase or decrease its ownership of securities of Birim depending upon future market conditions.

The shares and warrants forming part of the units are subject to a 4-month hold period.

"The funds raised in the current financing will ensure that Birim will be capable of sustaining an aggressive work program, including extensive drilling, on multiple targets already defined on it's Bui and Sefwi properties. We are particularly pleased with Troy's significant participation in this financing and look forward to co-operating within the strategic alliance. This brings together Troy's highly regarded reputation for rapidly developing profitable low cost mining operations with Birim's considerable exploration experience and quality property portfolio in Ghana", says Vic King, Birim's President.

"This represents Troy's first investment in the West African region exposing Troy to the significant exploration potential of Birim's extensive tenement positions in Ghana. We look forward to developing the strategic alliance with Birim, a well established explorer in Ghana, through its high quality people and prospective exploration portfolio", says Tommy McKeith CEO of Troy Resources NL.

Troy Resources NL is an Australian listed public company with gold mining operations in Australia and Brazil, expected to produce in excess of 100,000oz this year, and exploration properties worldwide including a large tenement position in Mongolia. Troy has about 55.5 million shares outstanding and over A$55 million in cash and investments.

The second largest placee in this financing is African Lion 2 Limited ("AFL2"), a specialist investor in mining and exploration companies with gold and base metal activities in Africa. The shareholders of AFL2 are AuSelect Limited (ASX: AUS), Commonwealth Development Corporation, Proparco, Investec Bank, European Investment Bank and the Botswana Africa Mining Fund.

Birim also wishes to acknowledge the continuing support of Sprott Asset Management, SODEMEX (a subsidiary of the Caisse de Depot et de placements du Quebec) and Royal Bank Investment Management.

Birim Goldfields Inc. is a royalty-based exploration company and trades on the Toronto Stock Exchange under the symbol BGI.

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