GobiMin Signs Framework Agreement To Sell Yanxi Copper Deposit for CAD 9


TORONTO, April 13 /CNW/ - GobiMin Inc. ("GobiMin" or the "Company") is pleased to announce that it has entered into a framework agreement ("Framework Agreement") with China Daye Non-Ferrous Metals Mining Limited ("China Daye") to dispose of its interest in the Yanxi Copper Deposit in Hami, in the Xinjiang Uygur Autonomous Region of the People's Republic of China ("China") (the "Transaction"). GobiMin expects to receive net proceeds of about HKD 70.4 million (CAD 9.11 million) with an estimated gain on disposal of CAD 6.86 million upon completion of the Transaction.

Terms of the Transaction

The Yanxi Copper Deposit is presently held by Xinjiang Tongxing Minerals Limited ("Xinjiang Tongxing"). GobiMin presently owns 40% equity interest in Xinjiang Tongxing while the remaining 60% are owned by 2 local Chinese companies. Pursuant to the Framework Agreement, the Company shall carry out a reorganization to form a new holding company ("Holdco") to hold Xinjiang Tongxing (the "Reorganization"). China Daye will acquire 80% equity interest in Yanxi Copper Deposit including a 32% equity interest from the Company. The Company shall keep an 8% indirect equity interest in the Yanxi Copper Deposit after the completion of the Transaction.

The consideration of the Transaction will be settled by cash and convertible bonds of China Daye ("Convertible Bonds"). GobiMin expects to receive net proceeds of about HKD 70.4 million (CAD 9.11 million), comprising about HKD 4.4 million (CAD 569,000) in cash and HKD 66 million (CAD 8.54 million) in Convertible Bonds.

The shares of China Daye are listed on The Stock Exchange of Hong Kong Limited (HKEx Stock Code: 661). China Daye is owned as to 20.8% by a China state-owned enterprise. The Convertible Bonds can be converted into listed shares of China Daye within 24 months from the date of issue at the discretion of GobiMin. If GobiMin has not converted the Convertible Bonds at maturity, China Daye shall pay to the Company the outstanding principal plus interest at the rate of 1% per annum. The conversion price of the Convertible Bonds will be HKD0.618 (being the average closing price of the listed shares of China Daye for the 5 trading days immediately prior to the date of the Framework Agreement).

Within 3 business days after the signing of the Framework Agreement, China Daye will make an earnest payment of HKD 5 million (approximately CAD 647,000), which will form part of the consideration on completion of the Transaction.

Completion of the Transaction is subject to:

    a)  the satisfactory completion of due diligence review by China Daye;
    b)  the completion of the Reorganization;
    c)  the approval of the board of directors of Holdco and its subsidiary
        for the Transaction and change of directors; and provision of their
        legal documents including but not limited to government approval,
        business license and accounts, etc.
    d)  the approval of the board of directors and shareholders (where
        applicable) of GobiMin and its subsidiary;
    e)  the approval of the board of directors and shareholders (where
        applicable) of China Daye;
    f)  the related regulatory approvals in Canada, China and Hong Kong
        (where applicable);
    g)  the approval of The Stock Exchange of Hong Kong Limited (where

In case the Transaction cannot be consummated due to the fault of the Company, the earnest payment of HKD 5 million (approximately CAD 647,000) will be refunded by the Company to China Daye.

The Transaction is expected to be completed on or before June 30, 2010.

Xinjiang Tongxing is in the process of applying for the mining license of the Yanxi Copper Deposit. Cash consideration (including earnest payment of HKD 5 million) will be paid to the Company and 50% of the Convertible Bonds will be issued to the Company by China Daye at Completion. The remaining 50% of the Convertible Bonds will be delivered after the mining license is granted. Should the mining license not be granted by December 31, 2010, GobiMin guarantees to refund to China Daye all the consideration received and in return, China Daye shall transfer the interest in the Yanxi Copper Deposit back to GobiMin. It is estimated that the mining license could be granted by the end of October 2010 according to the normal processing procedures in China.

Exchange rate used: CAD 1= HKD 7.7320

About GobiMin

As at December 31, 2009, GobiMin held approximately USD 78.3 million in cash and cash equivalent (approximately USD 1.15 per share based on the total issued capital of 68,257,302 shares).

In addition to its 40% interest in the Yanxi Copper Deposit, GobiMin owns an equity interest of 70% in Xinjiang Tongyuan Minerals Ltd. for the development of the Sawayaerdun Gold Project in Xinjiang, China. GobiMin has four other joint ventures on base metal projects in Xinjiang.

As announced in its press release of February 9, 2010, GobiMin acquired an indirect equity interest of 24.49% in Balikun Coal Project in Xinjiang, China and will participate in its management and operations. GobiMin and its partner jointly have a controlling interest in the Project through Xinjiang Ruide Mining Limited. According to a NI 43-101 Mineral Resource estimate prepared by Scott Wilson Ltd. in February 2010, the Balikun Coal Project hosts 38 million tonnes of coal in Measured Resources and 50 million tonnes in Indicated Resources.

GobiMin is aggressively seeking opportunities to acquire high quality mining and exploration projects.

Certain statements contained in this press release constitute forward-looking information. Such statements are based on the current expectations of management of GobiMin. You are cautioned that such statements are subject to a multitude of risks and uncertainties that could cause actual results, future circumstances or events to differ materially from those projected in the forward-looking information. The reader should not place undue reliance on the forward-looking information included in this press release given that (i) actual results could differ materially from a conclusion, forecast or projection in the forward-looking information, and (ii) certain material factors or assumptions were applied in drawing a conclusion or making a forecast or projection as reflected in the forward-looking information could prove to be inaccurate. These statements speak only as of the date they are made, and GobiMin assumes no obligation to revise such statements as a result of any event, circumstance or otherwise, except in accordance with law. There is no guarantee that the transaction as mentioned in this press release will be completed or that its terms will not be varied.

"Neither TSX Venture Exchange nor the Investment Industry Regulatory Organization of Canada accepts responsibility for the adequacy or accuracy of this release."

To receive GobiMin press releases by email, send a message to info@gobimin.com and specify "GobiMin press releases" on the subject line

SOURCE GobiMin Inc.

For further information: For further information: Felipe Tan, Chief Executive Officer, Tel: (852) 3586-6500, Email: felipe@gobimin.com

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