Tiomin Resources Inc.

Tiomin Resources Inc.

January 26, 2007 14:38 ET

Development of the Kwale Mineral Sands Project Moving Ahead: Tiomin Enters into Letter of Intent to Option 50% of Kenya Projects

TORONTO, ONTARIO--(CCNMatthews - Jan. 26, 2007) - Tiomin Resources Inc. ("Tiomin" or the "Company") (TSX:TIO) announces that it has entered into a letter of intent with ATW Venture Corp. ("ATW") providing for the grant to ATW of an option (the "Kenya Option") to acquire up to a 50% interest in Tiomin's Kenyan mineral sands projects (the "Kenya Projects"), including the Kwale project, for US$35 million. In addition, ATW has an option (the "Tanzania Option") to acquire a 50% interest in Tiomin's Tanzanian exploration projects for US$3 million.

Jean-Charles Potvin, Chief Executive Officer of Tiomin, commented: "We are extremely pleased with this transaction with ATW Venture Corp., which will provide the additional equity funding required to proceed with the development of the Kwale project. The injection of an additional US$35 million in new equity improves the balance sheet of the project. Tiomin continues to work closely with the Government of Kenya to resolve the remaining outstanding issues. We are now moving forward in completing the terms and conditions to satisfy the lenders for the drawing down on the US$155 million project debt package. Tiomin continues to receive solid support from its customers regarding off-take contracts for the Kwale project."

Cost escalation for the development of the Kwale project is now projected at US$16 million, which includes US$12 million in capital expenditures and US$4 million in foreign exchange. Tiomin now intends to finance the estimated US$12 million power plant from internal resources. In addition, Tiomin Kenya Ltd. will now also be able to accelerate its exploration activities for minerals sands in East Africa.

Kwale Project Budget US$ millions

Original capital expenditures 178
Capitalized financing & related costs 23

Original funds required 201
Cost escalations 12
Estimated foreign exchange impact 4
Purchase power plant, rather than lease 12
Revised project budget 229

Letter of Intent

The letter of intent provides that ATW has the option to acquire a 10% interest in the Kenya Projects by paying US$2.5 million on or before January 31, 2007, and an additional US$4.5 million (for a total of US$7 million) on or before February 28, 2007. ATW has the further option to acquire an additional 40% interest in the Kenya Projects by paying an additional US$28.0 million on or before April 3, 2007. The Kenya Option is subject to, among other things, (i) completion, satisfactory to ATW, of a due diligence review of the Kenyan Projects, (ii) completion by ATW of a financing of not less than US$35 million, (iii) receipt of all necessary regulatory approvals, including acceptance by each of the Toronto Stock Exchange and the TSX Venture Exchange; and (iv) receipt of written approval of the banks in the debt financing consortium which have provided Tiomin's US$155 million debt facility in respect of the Kwale project in Kenya. Pursuant to the Tanzania Option, ATW would, provided it exercises the Kenya Option in full, have the option to acquire a 50% interest in the Tanzanian projects for US$3 million at any time up to January 31, 2008.

In the event that ATW makes the initial US$2.5 million payment but does not exercise the Kenya Option to acquire the initial 10% interest in the Kenya Projects, then ATW will have the option to convert any funds it has paid for exercise of the Kenya Option to common shares of Tiomin at Cdn$0.13 per share. In the event that following exercise of the Kenya Option to acquire a 10% interest in the Kenya Projects, but prior to acquiring a further 40% interest in the Kenya Projects, if it is determined that written approval of the banks will not be obtained, then ATW will have the option to convert any funds it has paid for exercise of the Kenya Option to common shares of Tiomin at Cdn$0.13 per share.

The structure of the proposed transactions will be finalized after following further review of legal and tax considerations, and will be reflected in a definitive formal agreement to be negotiated between the parties. It is expected that such formal agreement will be finalized within the next week.

About ATW Venture Corp.

ATW Venture Corp. is a mineral exploration and development company listed on the TSX Venture Exchange. The Company is headed by President Brent Butler, former Managing Director at Kinross Gold Corporation Australia. In addition to Mr. Butler, senior management and board of directors have all been active in the mineral exploration and mine development industry since the 1980s and have financed numerous advanced exploration and subsequent mine development programs. In addition to ATW's planned investment in Tiomin, ATW holds various options on gold exploration projects in Northern British Columbia and Argentina.

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 rutile, zircon, ilmenite, 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 rutile, zircon and ilmenite, 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.

Contact Information

  • Tiomin Resources Inc.
    Jean-Charles Potvin
    (416) 350-3776, ext. 227
    Tiomin Resources Inc.
    Laurie Gaborit
    Investor Relations
    (416) 350-3776, ext. 222
    Email: lgaborit@tiomin.com
    Website: www.tiomin.com