Inter-Citic Minerals Inc.

Inter-Citic Minerals Inc.

April 15, 2010 10:28 ET

Inter-Citic Minerals Inc. Announces Private Placement Involving Zijin Mining Group

Zijin Mining Group To Become Inter-Citic’s Largest Stockholder

TORONTO, ONTARIO--(Marketwire - April 15, 2010) -


Inter-Citic Minerals Inc. (TSX:ICI) ("Inter-Citic" or "the Company") is pleased to announce agreement to a C$18.56 million strategic investment by Zijin Mining Group Co., Ltd. ("Zijin"), China's largest gold producer.

Under the agreement with Zijin and ICBC Credit Suisse Asset Management Company Limited, a Chinese Qualified Domestic Institutional Investor (the "Agreement"), 16,000,000 common shares of the Company ("Shares") will be subscribed for by Zijin at a price of C$1.16 per share for gross proceeds of C$18.56 million. No commissions or finders fees will be paid in relation to this private placement. The private placement is subject to TSX approval.

Under the terms of the Agreement, Zijin has a participation right that will enable it to maintain an equity level of up to 19.9% by participating in future equity financings of Inter-Citic until the earlier of the date on which Zijin holds less than 19% of the outstanding shares and 42 months from the closing date (the "Participation Period"). During the Participation Period, Inter-Citic has also agreed to support the nomination of one Zijin nominee to its Board. The Agreement also provides that Zijin will not, for 24 months from the closing date (subject to a change of control or a change of management), vote against management in respect of certain matters.

All Shares issued in connection with the private placement will be subject to a four month statutory hold period beginning on the closing date. In addition, for 12 months from the closing date, Zijin shall not sell or otherwise dispose of, or lend for the purpose of short selling, any Shares other than in connection with certain change of control transactions. Zijin has also agreed, for a period of 24 months from the closing date, to a standstill provision under which it will not, among other things, make any offer to acquire securities of Inter-Citic without the consent of the Inter-Citic Board.

Together with shares previously purchased by Zijin, upon closing, it will own 19.15% of the shares of Inter-Citic.

The net proceeds of the offering will be used to advance Inter-Citic's Dachang gold project in China, and for general corporate purposes.

Zijin is now China's largest gold producer, China's third largest copper producer, and one of China's six major zinc producers. It operates the Zijinshan Gold Mine, the largest open pit gold mine in China. It has subsidiaries in over 20 provinces in China and in seven other foreign countries. It is a public company listed on the Hong Kong Stock Exchange (HLSE: stock code: 601899) and the Shanghai Stock Exchange (SHA: 601899.SS) with a market capitalization of approximately $20 billion.

ICBC Credit Suisse Asset Management Company Limited, an asset management joint venture registered under the laws of the People's Republic of China, will be asset administrator pursuant to an asset management agreement between Zijin, an asset custodian and ICBC Credit Suisse Asset Management Company Limited.

The securities being offered have not been, nor will they 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 account or benefit of, U.S. persons absent registration or an applicable exemption from registration requirements. This press release shall not constitute an offer to sell 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.

On Behalf of the Board:

James J. Moore, President & CEO


Toronto-based Inter-Citic Minerals Inc. is an exploration and development company with property in the People's Republic of China, including its Dachang Gold Project in Qinghai Province. Inter-Citic is listed on the TSX under the symbol ICI. Inter-Citic's website is

Investors are encouraged to review "Risk Factors" associated with the Dachang project as outlined in the Company's 2009 Financial Statements and Annual Information Form, along with updates, available on the SEDAR website at The statements herein that are not historical facts are forward-looking statements. These statements address future events and conditions and so involve inherent risks and uncertainties, as disclosed under the heading "Risk Factors" in the company's periodic filings with Canadian securities regulators. Actual results could differ from those currently projected. The Company does not assume the obligation to update any forward-looking statement.

The TSX has not reviewed and does not accept responsibility for the adequacy or accuracy of the content of this news release.

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