DJ Toledo Mining Signs Memorandum of Understanding With Jinchuan

LONDON, July 12  -- Toledo Mining Corporation PLC (TMC.LN), an exploration company, announced Monday it has signed a Memorandum of Understanding or MOU with Jinchuan Group Limited, a nickel producer from China, pursuant to which Toledo and Jinchuan intend to form a strategic alliance for the exploration, mining, processing and sale of nickel products from Toledo's nickel interests on Palawan Island, Philippines.

MAIN FACTS:

-The signing of the MOU follows six months of detailed negotiations involving respective company directors and Manila based senior management.

-Completion of the transactions set out in the MOU is subject to the satisfaction of conditions precedent including the signature of definitive legal agreements, completion of due diligence, board, shareholder, and where relevant, partner and regulatory approvals.

-Jinchuan to subscribe for new Toledo ordinary shares representing 29.9%. of the company's enlarged issued share capital at 42 pence per Share, raising over GBP7.4 million ($11.2 million)

-Jinchuan to nominate two directors to the Toledo Board

-Jinchuan will enter into a Direct Ore Shipping or DOS sales contract for the purchase, on commercial terms, of at least 1Mtpa of nickel ore from 2013, increasing to at least 2Mtpa in 2016.

-Jinchuan will provide a pre-payment purchase facility to assist with working capital associated with the fulfillment of these contracts

-Jinchuan, under a joint operations committee, to assume management of Toledo's Philippines interests with commitment to a development program including milestones in relation to exploration, mining and development options for ore beneficiation and processing

-Toledo to be granted a right to co-invest in Jinchuan's planned ferro-nickel smelter in the Guangxi Province, China.

-The parties will work together on a second planned processing plant in the Philippines

-Shares closed Friday at 28 pence.