News Releases

March 06, 2002
Agreement With Trans Hex Group Limited
Trans Hex International Ltd. (CDNX: THI) ("THI") is pleased to announce that it has entered into a letter of intent with Trans Hex Group Limited ("THG") pursuant to which the parties have agreed to an alternative transaction to the court approved winding-up of THI previously announced by THG.

Pursuant to the letter of intent, THG has agreed to a settlement of the debt due and owing to THG at closing (aggregating Cdn.$895,000 as at January 31, 2002) and has agreed to assume project finance loans due and owing to THG by subsidiaries of THI (aggregating $5.08 million as at January 31, 2002) in exchange for a transfer to THG by THI of the following assets: (a) a 100% interest in Trans Hex Namibia (Proprietary) Limited ("Trans Hex Namibia") which in turns owns a 50% interest in Northbank Diamonds Limited ("Northbank Diamonds") (the owner of a 100% interest in the Northbank property (the "Northbank Property")) and a 90% interest in Hoanib Diamonds (Proprietary) Limited ("Hoanib Diamonds") (the owner of a 100% interest in a diamond property on Skeleton Coast, Namibia (known as the "Skeleton Coast Property")) together with a loan (in the amount of CDN$2.65 million as at January 31, 2002) due and owing to Trans Hex (Bermuda) Limited ("Trans Hex Bermuda"); (b) a 100% interest in Trans Hex Brasil Limitada ("Trans Hex Brasil") which in turns owns a 65.5% interest in Mineracao Barra Grande S.A. ("Mineracao BG") (which owns the joint venture property on the Barre Grande peninsula, Brazil known as the "Barre Grande Property")) together with a loan (in the amount of CDN$1.44 million at January 31, 2002) due and owing to Trans Hex Bermuda; (c) a 100% interest in Trans Hex (Zimbabwe) Limited ("Trans Hex Zimbabwe") (which owns a 15% interest in the Limpopo (Sengwe) joint venture property (known as the "Limpopo Property")), together with a loan (in the amount of CDN$3.23 million as at January 31, 2002) due and owing to Trans Hex Bermuda; and (e) a 25% interest in the equity and debt owing to Trans Hex Bermuda by Newdico (Proprietary) Limited ("Newdico") (which owns a 100% interest in the Ngami property (the "Ngami Property")).

THI will retain a 75% interest in the Ngami Property through its 75% interest in Newdico. In addition, THI will receive a 1% interest in all future dividends received from time to time by Trans Hex Namibia from either Northbank Diamonds or Hoanib Diamonds and a 50% interest in all future dividends received from time to time by Trans Hex Zimbabwe from the Limpopo Property. THI and THG have agreed to enter into a shareholders agreement with respect to their joint continued ownership of the Ngami Property, with THI as the operator.

In order to complete the divestiture of interests as between THI and THG, THG has agreed that subsequent to the consummation of the foregoing transactions, THI will purchase for no consideration the 10,688,137 common shares in the capital of THI held by THG, representing 73.22% of the issued and outstanding shares of THI.

As the transactions contemplated by the letter of intent constitute both a "sale of all or substantially all of the assets" of THI pursuant to subsection 184(5) of the Business Corporations Act (Ontario) and a "related party transaction" pursuant to Ontario Securities Commission Rule 61-501, the transactions are subject to the approval of the shareholders of THI. In this regard, THI has scheduled a special meeting of its shareholders on April 9, 2002. At this meeting, shareholders will be asked to approve, among other things, the transactions contemplated by the letter of intent, the continuance of THI from the Business Corporations Act (Ontario) to the Business Corporations Act (Yukon) and the change of name of THI to Tsodilo Resources Limited. In accordance with Ontario Securities Commission Rule 61-501, the transactions contemplated by the letter of intent will be required to be approved by a majority of the minority shareholders of THI represented in person or by proxy at the meeting, in addition to 66 2/3% of all the shareholders of THI represented in person or by proxy at the meeting.

THG has entered into shareholder support agreements with the holders of 1,512,300 common shares of THI representing 38.7% of the issued and outstanding shares of THI held by minority shareholders whereby such shareholders have agreed to vote in favour of the transactions contemplated by the letter of intent.

The Independent Committee of the Board of Directors of THI which was formed to consider the proposed winding-up of THI by THG as well as any alternatives to the proposed winding-up has concluded that the transactions contemplated by the letter of intent are in the best interests of THI and fair to the shareholders of THI for the following reasons: (a) an independent evaluation of THI's properties prepared for the Independent Committee ascribed a value of between Cdn.$1.949 million to Cdn.$2.045 million to all THI's properties (assuming a decision by the Namibian courts favourable to Northbank); (b) following the transactions contemplated by the letter of intent, THI will have extinguished its approximate Cdn.$895,000 of debt due and owing to THG as well as Cdn.$5.08 million of project finance loans due and owing to THG; (c) following completion of the transactions contemplated by the letter of intent, THI will retain a 75% interest in the Ngami Property, which project has an estimated fair market value in the range of $477,000 to $574,000; (d) following completion of the transaction contemplated by the letter of intent, THI will only have 3,909,519 issued and outstanding shares (as opposed to 14,597,656 issued and outstanding common shares prior to the transaction); (e) following completion of the transactions contemplated by the letter of intent, THI will be of a size and market liquidity which is expected to result in enhanced stock market following for the common shares; (f) the completion of the transaction contemplated by the letter of intent is a better alternative to THG's proposed court approved winding-up of THI; (g) following completion of the transaction contemplated by the letter of intent, THI will have a stronger balance sheet; (h) the procedure by which the transaction is to be effected includes the requirement that the transaction be approved by a special resolution of the holders of common shares voting as a group as well as by resolution of a majority of the minority shareholders; and (i) rights of dissent are available to the shareholders of THI which will entitle such shareholders to dissent with respect to the transaction and be paid the fair value of their common shares.

Subject to the approval of the shareholders of THI and to regulatory approvals, including the approval of the Canadian Venture Exchange, the transactions contemplated by the letter of intent are expected to close by the second week of April 2002.

FOR FURTHER INFORMATION PLEASE CONTACT:
Hugh R. Snyder - Independent Committee Chairman Tel +1.416.350-2356 Fax +1.416.350-3510 E-Mail hughsnyder@attglobal.net
Poul Hansen - Independent Committee Member Tel +604.986-7723 Fax +1.604.986-7734 E-Mail phansen@sperlinghansen.com
D.M. (Niel) Hoogenhout - Chairman and C.E.O. Tel +1.416.572-2033 Fax +1.416.572-4164 E-Mail nhoogenhout@transhex.com
Stephen Woodhead - Chief Financial Officer Tel +1.416.572-2033 Fax +1.416.572-4164 E-Mail swoodhead@transhex.com
COREBOX
Tsodilo Resources Limited
Canada Trust Tower, BCE Place
161 Bay Street, P.O. Box 508
Toronto, ON Canada M5J 2S1
Telephone: (416) 572-2033
Fax: (416) 987-4369
Website: www.TsodiloResources.com/
Email: