Inter-Citic Minerals Inc.
TSX VENTURE : ICI

Inter-Citic Minerals Inc.

January 25, 2006 09:23 ET

Inter-Citic Announces Private Placement Financing

TORONTO, ONTARIO--(CCNMatthews - Jan. 25, 2006) -

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

Inter-Citic Minerals Inc. (TSX VENTURE:ICI) today announced that it has entered into a letter agreement pursuant to which a syndicate led by Salman Partners Inc. and including Pacific International Securities Inc. and Wellington West Capital Markets Inc. will act as agents for a private placement of up to 11,111,200 special warrants of the Company at a price of $0.90 per special warrant, for gross proceeds to the Company of up to $10,000,080. In addition, the agents have the option to increase the offering size by up to 2,777,800 special warrants at a price of $0.90 per additional special warrant at any time up to 48 hours prior to the closing of the offering. If this option is exercised in full, the total gross proceeds to the Company from the offering would be $12,500,100.

Each special warrant is convertible, without payment of additional consideration, into a unit consisting of one common share and one-half common share purchase warrant. Each whole warrant will entitle the holder to acquire, at any time within twenty four (24) months from the closing of the offering, one common share of the Company at a price of $1.20. The Company has agreed to use its reasonable best efforts to file and obtain a receipt for a short form prospectus to qualify the common shares and warrants underlying the special warrants as soon as possible, and if the prospectus has not been cleared by the applicable securities regulatory authorities by April 30, 2006, then the special warrants will entitle the holders to acquire 1.1 common shares on exercise of each special warrant and 1.1 common shares on exercise of each warrant included as part of the units. The special warrants will automatically be exercised into units on the date that is the earlier of (a) one business day after the date the receipts for the prospectus have been issued by the applicable securities regulatory authorities and (b) the date that is four months and one day after the closing of the offering.

Proceeds from the private placement will be used to help finance further exploration of the Company's interests in its Dachang gold property in China and for general working capital purposes.

In consideration for their services, the agents will receive a cash commission equal to 6% of the gross proceeds from the offering and agent's warrants exercisable into a number of common shares equal to 6% of the number of special warrants sold. Each agent's warrant will entitle the holder to acquire one common share of the Company at any time within twenty four (24) months from the closing of the offering at a price of $1.00 per share, subject to regulatory approval.

The securities (and all underlying securities) will be subject to a four-month hold period under applicable law (unless the prospectus qualifying the common shares and warrants underlying the special warrants is filed prior to the expiry of the four-month hold period). The transaction is subject to certain conditions, including (but not limited to) the receipt of all necessary regulatory and stock exchange approvals.

The securities being offered have not, nor will they be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from the U.S. registration requirements. This release does not constitute an offer for sale of securities in the United States.

ABOUT INTER-CITIC

Toronto-based Inter-Citic Minerals Inc. is an exploration and development company with properties in the People's Republic of China. The Company has strategic partnerships with several large financially strong and established groups in China to facilitate investment in China for both Western and Chinese partners. Inter-Citic is listed on the TSX Venture Exchange under the symbol ICI. Inter-Citic's website is www.inter-citic.com.

Investors are encouraged to review "Risk Factors" associated with the Dachang project as outlined in the Company's 2004 Financial Statements available on the SEDAR website at www.sedar.com.

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

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