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TLC Ventures has entered into an agreement with Rubicon Minerals to acquire a 100-per-cent interest in the 263-hectare mining lease that contains the 13.2-million-tonne Point Leamington gold-rich, massive sulphide deposit. The Point Leamington Zn-Au-Ag-Cu deposit, discovered by Noranda in 1971, is located 26 kilometres north of Grand Falls, north-central Newfoundland, and is road accessible.

The Point Leamington deposit is a large, felsic-hosted volcanogenic massive sulphide deposit that dips 70 degrees to the west, has a strike length of 500 metres (1,640 feet) and a maximum thickness of 85 metres (279 feet). Massive sulphides have been intercepted to a depth of 360 metres (1,180 feet) below surface from a total of approximately 21,714 metres (71,223 feet) of drilling in 72 drill holes.

The Point Leamington massive sulphide deposit contains an estimated total massive sulphide resource between surface and 396 metres (1,300 feet) of 13.2 million tonnes grading 2.25 per cent Zn, 0.9 gram per tonne (g/t) Au, 20.9 g/t Ag and 0.48 per cent Cu (Noranda internal report, 1988). This estimate includes 20-per-cent dike material at no grade. This resource was calculated prior to NI 43-101 coming into force. Included in this is a higher grade resource estimated at 1.5 million tonnes grading 7.34 per cent Zn, 2.25 g/t Au, 54.7 g/t Ag, 0.43 per cent Cu. This estimate includes dikes at no grade and 15-per-cent dilution (Noranda internal report, 1988). A portion of the deposit is also amenable to extraction by open-pit methods (Noranda internal report, 1976).

Key features of the Point Leamington project include:

• Recorded drill intersections on the property include:

  Drill hole	Intercept (metres)	Zn (%)	Au (g/t)
  71-08	7.62	4.43	6.85
  73-36	11.58	11.82	3.84
  73-40 incl.	12.80   3.66	6.12 9.25	3.51 5.44
  PL-67 incl. incl.	21.72   8.22   3.62	5.59 9.07 17.24	1.99 2.71 4.82
  PL-68 incl.	16.74   7.10	4.07 6.85	1.95 3.13
  Drill hole	Intercept (metres)	Ag (g/t)	Cu (%)
  71-08	7.62	90.07	0.44
  73-36	11.58	50.19	0.66
  73-40 incl.	12.80   3.66	97.50 211.40	0.41 0.58
  PL-67 incl. incl.	21.72   8.22   3.62	34.42 46.90 63.99	0.69 0.30 0.34
  PL-68 incl.	16.74   7.10	40.88 56.35	0.26 0.39

• a high-grade, zinc-gold resource grading 7.34 per cent Zn and 2.25 g/t Au that is open for further expansion (see Noranda resource);
• a newly discovered Footwall target that has four horizons within the footwall stratigraphy that have the potential to host additional gold-rich massive sulphide deposits; and
• a new massive sulphide discovery on the mining lease (Rubicon drill hole PL-72 drilled in 2000) lying on the same horizon as the Point Leamington deposit, but located 275 metres (900 feet) from the nearest, previous massive sulphide intercept. Only one drill hole has been completed on this new target, with the discovery hole intersecting 0.66 per cent Cu, 0.44 per cent Zn and 1.08 g/t Au over 8.08 metres (26.5 feet).

Agreement terms
To acquire a 100-per-cent interest in the Point Leamington deposit and mining lease, TLC Ventures has agreed to issue a total of 300,000 common shares to Rubicon Minerals and pay $250,000 on the following terms:

• on closing, TLC Ventures will issue 150,000 shares and pay $125,000;
• on the first anniversary, TLC Ventures will issue 75,000 shares and $50,000; and
• on the second anniversary, TLC Ventures will issue 75,000 shares and $75,000.

TLC Ventures or its nominee has a right of first refusal on the purchase of any or all of the 300,000 TLC Ventures shares if Rubicon intends to sell them. There is an area of interest (AOI) in the agreement whereby additional claims staked by either Rubicon or TLC Ventures within 1.5 kilometres of the boundary of the Point Leamington mining lease will form part of the agreement. In addition, if prior to TLC Ventures paying Rubicon 300,000 shares and $250,000, the company sells a 100-per-cent interest in the project to an arm's-length third party, Rubicon shall receive 50 per cent of the gross sale proceeds less the total consideration paid to them pursuant to the agreement prior to the date of sale. Rubicon will retain the right of first refusal on the purchase of Noranda's 1.5-per-cent net smelter return royalty (NSR) on the property. Rubicon will also retain the option to purchase the 0.5-per-cent NSR held by MFC Merchant Bank for $500,000. This agreement is dated Feb. 13, 2004, and is subject to regulatory approval.

On closing of the acquisition, TLC Ventures plans to conduct a thorough review and compilation of all project data of Point Leamington, including 3-D modelling of the deposit. This will also include a detailed analysis of all geological, geochemical and metallurgical data, as well as an NI 43-101-compliant resource estimate.

WARNING
The company relies upon litigation protection for "forward-looking" statements.