Trading symbol: TTZ: TSX Venture Website: www.totaltelcom.com EDMONTON, Nov. 7 /CNW/ - TOTAL TELCOM INC. (TSX Venture: TTZ) announces today the that it has entered into a Memorandum of Understanding to sell its wholly owned subsidiary, Total Telcom Fiber Inc. to an undisclosed third party. Total Telcom Fiber Inc. holds all of the Corporation's fiber network assets and a significant cash position that will be included in the sale. Under the terms of the MOU, the Corporation will receive an estimated $4.7 million in cash and a further 90% of the proceeds of any future fiber sales, IRU's or assignments of the existing unencumbered fibers in the network over the next 5 years. The Agreement is subject to the completion of the due diligence by the purchaser on or before November 21, 2005 and final approval of the definitive agreement by the Board of Directors. The transaction is scheduled to close on December 1, 2005. Total Telcom owns, operates and manages a Fiber Optic Network currently providing Bandwidth, Lit and Dark Fiber-Optic Services to communities in Alberta and British Columbia. ROM Communications (wholly owed subsidiary of Total Telcom Inc.) provides "Web to Wireless" products and services across North America for remote control, monitoring and asset management. ROM is an authorized airtime reseller and hardware developer for satellite, control channel and wireless IP Networks. The Corporation derives revenues from the sale of proprietary and third party hardware and residual income from ongoing monthly access fees. "The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this release."