DAR Darelle Online Solutions Inc

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR RELEASE, PUBLICATION,
DISTRIBUTION OR DISSEMINATION DIRECTLY, OR INDIRECTLY, IN WHOLE OR IN PART, IN
OR INTO THE UNITED STATES. 


Tinka Resources Limited ("Tinka") (TSX VENTURE:TK) and Darwin Resources Corp.
("Darwin") (TSX VENTURE:DAR)(PINKSHEETS:DARWF)(FRANKFURT:DWU) jointly announce
that further to the news releases dated April 17, 2014, May 1, 2014 and June 2,
2014, the due diligence period is now complete and, accordingly, the companies
are proceeding satisfactorily to finalize the statutory plan of arrangement (the
"Arrangement") under which Tinka will acquire all of the issued and outstanding
common shares of Darwin and undertake the second tranche private placement
financing as detailed in the April 17, 2014 joint news release.


As part of the Arrangement, Darwin has called a special meeting of shareholders
to be held on July 11, 2014 (the "Darwin Meeting") to consider the Arrangement.
An Information Circular containing detailed disclosure on the Arrangement will
be mailed to Darwin shareholders shortly and will be available on Darwin's
website and under Darwin's profile on SEDAR.


The Arrangement will require the approval of 66 2/3% of the votes cast on the
Arrangement resolution by Darwin shareholders present in person or by proxy at
the Darwin Meeting voting as a single class, together with minority approval in
accordance with Multilateral Instrument 61-101 Protection of Minority Security
Holders in Special Transactions.


The Arrangement remains subject to normal conditions precedent for these types
of transactions, including receipt of all court, shareholder and regulatory
approvals.


This announcement is for informational purposes only and does not constitute an
offer to purchase, a solicitation of an offer to sell the shares or a
solicitation of a proxy. 


This news release does not constitute an offer to sell or a solicitation of an
offer to buy any of the securities in the United States. The securities have not
been and will not be registered under the United States Securities Act of 1933,
as amended (the "U.S. Securities Act") or any state securities laws and may not
be offered or sold within the United States or to U.S. Persons unless registered
under the U.S. Securities Act and applicable state securities laws or an
exemption from such registration is available.


About Tinka Resources Limited

Tinka is a junior resource acquisition and exploration company. Tinka's focus is
on its 100% owned Colquipucro and Ayawilca projects located in the highly
mineralized silver-lead-zinc belt of Central Peru.


About Darwin Resources Corp.

Darwin is a resource acquisition and development company focussing on Peru.
Darwin has an option to acquire 100% of the Suriloma epithermal gold property in
the Department of La Libertad.


Forward Looking Statements. Certain information in this news release contains
forward-looking statements and forward-looking information within the meaning of
applicable securities laws (collectively "forward-looking statements"). All
statements, other than statements of historical fact are forward-looking
statements. Forward-looking statements are based on the beliefs and expectations
of each of Darwin and Tinka as well as assumptions made by and information
currently available to each of Darwin's and Tinka's management. Such statements
reflect the current risks, uncertainties and assumptions related to certain
factors including, without limitations, failure to successfully complete the
Arrangement, capital and other costs varying significantly from estimates,
production rates varying from estimates, changes in world metal markets, changes
in equity markets, uncertainties relating to the availability and costs of
financing needed in the future, equipment failure, unexpected geological
conditions, imprecision in resource estimates or metal recoveries, success of
future development initiatives, competition, operating performance,
environmental and safety risks, delays in obtaining or failure to obtain
necessary permits and approvals from local authorities, community relations, and
other development and operating risks. Should any one or more of these risks or
uncertainties materialize, or should any underlying assumptions prove incorrect,
actual results may vary materially from those described herein. Although each of
Darwin and Tinka believe that assumptions inherent in the forward-looking
statements are reasonable, forward-looking statements are not guarantees of
future performance and accordingly undue reliance should not be put on such
statements due to the inherent uncertainty therein. Except as may be required by
applicable securities laws, each of Darwin and Tinka disclaim any intent or
obligation to update any forward-looking statement.


Neither the TSX Venture Exchange, its Regulation Services Provider (as that term
is defined in the policies of the TSX Venture Exchange), nor the Frankfurt Stock
Exchange accepts responsibility for the adequacy or accuracy of this news
release.


FOR FURTHER INFORMATION PLEASE CONTACT: 
Mariana Bermudez
Corporate Secretary
604-685-9316
mbermudez@chasemgt.com

Darelle Online Solutions (TSXV:DAR)
Historical Stock Chart
From Oct 2024 to Nov 2024

Darelle Online Solutions (TSXV:DAR)
Historical Stock Chart
From Nov 2023 to Nov 2024