27 October 2009 ASX Announcment Tianshan Executes Binding Agreement for Sale of Chinese Assets for US$22.5M Australian gold company Tianshan Goldfields Limited (ASX: TGF) ("Tianshan" or "the company") wishes to advise that it has executed a binding Sale and Purchase Agreement ("Sale Agreement") with Chinese company Xiamen Hengxin Group Co Ltd ("Hengxin Group") for the sale of its entire portfolio of Chinese assets for USD$22.5M. The successful execution of this Sale Agreement follows the signing of a Memorandum of Understanding ("MoU") between Tianshan and Hengxin Group nominee, Hong Kong registered company China Power Sino Renewable Resources Ltd ("Sino Power"), as announced to the ASX on 19 August 2009.

A deposit of USD$1M was paid to Tianshan on signing the MOU and due diligence commenced on the projects, successful completion of which was a Condition Precedent to the sale.

This due diligence was successfully completed on 19 October 2009. The final Condition Precedent to the sale is Tianshan shareholder approval, and as such a Notice of Meeting has been prepared and dispatched to shareholders.

The shareholder meeting will occur on 6 November 2009. Settlement is scheduled to occur Five (5) business days after the transaction is approved by shareholders. Following the disposal and the recently announced subscription to the Corvette Resources Convertible Note, Tianshan will have cash reserves in excess of AUD$30M (using USD$0.92c exchange rate). Tianshan made the decision to sell its Chinese portfolio based on a review of its assets and future strategy by the current board in recent months. This review determined the company could, on balance, maximise returns to the company and its shareholders if it was able to execute a full sale of its Chinese assets and use the funds raised to acquire interests in other companies or projects, some of which have been identified by the company. "The board of Tianshan has identified a range of opportunities at both the project and company level that we believe can return significant value to the company and its shareholders in a more suitable time-frame," said Tianshan Goldfields Managing Director Mr Jason Bontempo. "With the transaction with Hengxin Group now all but complete we are working to finalise a number of these opportunities, the first of which is the A$1M Convertible Note with Corvette Resources," Mr Bontempo added.
To view the full announcement please click here: http://esp.gewru.com/download/files/12414/971737/20091027%20-%20ASX%20Announcement%20-%20TIANSHAN%20EXECUTES%20BINDING%20AGREEMEN.pdf For further information please contact: Jason Bontempo Managing Director Tianshan Goldfields Limited Tel: 08 9221 7729 David Tasker Professional Public Relations Tel: 08 9388 0944 E: Tianshan Goldfields Limited 18 Oxford Close Leederville WA 6007
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