Cheni Resources - Agreement to Restructure Company Ownership Approved by Board of Directors.

VANCOUVER, Bc--(BUSINESS WIRE)--Jan. 26, 1996--CHENI RESOURCES INC.(TSE: CHB ) Cheni Resources Inc. (the "Company") reports that on January 26, 1996, its Board of Directors approved an agreement among the Company and certain of its principal shareholders whereby the ownership of the Company will be restructured. The agreement is subject to approval by regulatory bodies; to execution of a formal agreement by the various principal shareholder groups; and to the successful completion of transactions whereby certain of the principal shareholders intend to sell 1,000,000 shares of the Company.

Assuming that all approvals are obtained, the impact of the restructuring is described below:

1. Gatro Canada B.V. ("Gatro"), an affiliate of Gencor Limited, will divest itself of all of its shares in the Company. Gatro presently owns 8,727,302 common shares of the Company of which 500,000 shares will be sold and the remaining 8,227,302 shares will be cancelled.

2. Certain affiliated companies of the Bureau de Recherches Geologique et Minieres (the "BRGM Group") will divest themselves of all of their shares in the Company. The BRGM Group presently owns 3,952,270 common shares of the Company of which 500,000 shares will be sold; 2,452,270 shares will be cancelled; and 1,000,000 shares will be transferred into a trust which shall hold the shares under a management incentive plan. In addition, Cheni S.A.'s 11,145,000 share purchase options in the Company will be cancelled.

The BRGM will continue to have an indirect interest in the Company through its holdings in Mine Or S.A. Mine Or S.A. presently owns and will continue to own upon completion of the transaction 5,527,302 common shares of the Company. Mine Or S.A. is owned directly and indirectly by the BRGM and by the Normandy Mining Group of Australia.

3. The Company will purchase a total of 1,600,390 million shares of Meota Resources Corp. from the BRGM Group, Mine Or S.A. and Gatro for cash payment of approximately $560,000.

4. The number of Company shares issued and outstanding will decrease by 10,679,572 shares from 22,757,048 to 12,077,476 shares.

5. The pro-rata ownership of the Company by public shareholders will increase from 20 per cent to 46 per cent while under certain circumstances management's interest will increase from nil to 6 per cent.

6. The Company will grant to Mine Or S.A. an option to purchase 1,500,000 common shares of the Company at a price (the "Base Price") equivalent to the price received by the principal shareholders on their sale of 1,000,000 shares of the Company. The options expire after three years and the exercise price during the second year is 1.5 times the Base Price and 2.5 times the Base Price during year three.

In addition, Mine Or S.A. will continue to have its obligations under the terms of the Subscription Agreement between it and the Company whereby Mine Or S.A. has agreed to purchase approximately 4 million treasury shares of the Company during 1996 at a minimum share price of $0.71 per share.

Management anticipates that a significant portion of the proceeds of Mine Or S.A.'s share subscriptions will be available for investment in new projects in 1996.

R.G. McMorran, C.A. President and C.E.O.

CONTACT: R.G. McMorran

604/688-2321

Fax: [phone] REPEATS: New York 212-575-8822 or 800-221-2462; Boston 617-236-4266 or

80