Tintina Mines Limited (“Tintina” or the “Company”) (TSXV: TTS) is
pleased to announce that it has entered into an agreement dated as
of today’s date with Andean Belt Resources SpA (“ABR”), a mining
exploration company incorporated under the laws of Chile, to
acquire a 65%-75% equity ownership interest in ABR for cash
consideration in the amount of $4,000,000 (USD). As described in
greater detail below, ABR is a related party of the Company. The
terms of the agreement are set out in a term sheet signed by both
of the parties, and it is anticipated that a definitive agreement
regarding the transaction will be negotiated and entered into in
due course.
ABR owns approximately 22,819 hectares across
five different properties in Chile, with the flagship property
being the Domeyko Sulfuros project in Northern Chile. Management
believes that this investment will enable the Company to gain a
majority interest in the ABR portfolio which will also grant it
access to high quality exploration projects located in a
geographically favourable setting in Chile. It is anticipated that,
as a result of the acquisition, the Company will hold between
65%-75% of the issued and outstanding share capital of ABR, with
the exact percentage to be determined based on due diligence and
exchange rates. As described below, this will be a related party
transaction for the Company.
The funds provided as consideration for the
acquisition are intended to be used primarily to finance
exploration and technical studies at the Domeyko Sulfuros property
in Chile. The immediate plan will be to conduct a comprehensive
exploration of the primary sulfide mineralization at the Domeyko
Sulfuros property, with the central objective of advancing the
project towards a resource definition stage supported by reports
generated in accordance with international standards.
“We are excited about this investment, our first
outside of Canada, since this gives us access to a world-class
exploration portfolio with great potential to generate substantial
value to our shareholders,” stated Eugenio Ferrari, CEO and
Director of Tintina Mines.
In addition, the Company also has reached an
agreement with its shareholder and sole creditor, Mr. Juan Enrique
Rassmuss, to fully reorganize the Company’s debt (currently in the
amount of $12,071,484.57 (CAD)). The proposed debt reorganization
would take place through two processes. The first is a partial
conversion through the issuance of the lower of (i) 252,382,833 new
common shares of the Company and (ii) such number of common shares
of the Company that would result in no less than 10% of the common
shares of the Company being in the “public float” (as defined in
the policies of the TSX Venture Exchange), at a price of $0.03 per
common share for an aggregate of up to $7,571,484.57 (CAD). The
second component of the debt reorganization is the restructuring
and reprofiling of the remaining debt (in the amount of
approximately $4,500,000 (CAD)) that is anticipated to enhance the
investment profile of the Company mainly by eliminating the current
shareholders' deficiency and suspending the on-demand condition for
a period of two years. This will be a related party transaction for
the Company and will only be completed subject to the approval of
the investment in ABR.
Both of the transactions described above are
subject to all necessary regulatory and other approvals, including
but not limited to the approval of the TSX Venture Exchange and the
approval of the shareholders of the Company. Additional terms and
details relating to each of the transactions described herein will
be provided in further press releases.
Both of the transactions described above are
“related party transactions” under the policies of the TSX Venture
Exchange and Multilateral Instrument 61-101 Protection of Minority
Security Holders in Special Transactions (“MI 61-101”) due to the
involvement of Mr. Juan Enrique Rassmuss in each transaction. Mr.
Rassmuss is the President and Chairman and a director of the
Company, and also holds approximately 30% of the issued and
outstanding common shares of the Company. With respect to the
investment into ABR, the local ownership entity for the ABR
properties is affiliated with the Rassmuss Group of Companies, a
diversified conglomerate with over 50 years of experience operating
across various industries, including mining, oil and gas,
metallurgy, and textiles in South America. Juan Enrique Rassmuss is
the President and CEO of the Rassmuss Group.
As these are related party transactions,
shareholder approval on a disinterested basis will be required in
order to each of them to proceed. The Company intends to rely on
the exemption from the valuation requirement found in section
5.5(b) of MI 61-101.
With respect to the transactions described in
this press release: (i) there are no finder’s fees payable; and
(ii) the Company is not taking on any long term debt.
Trading in the common shares of the Company is
currently halted and it is not anticipated that trading will resume
prior to the completion of the transactions described herein.
About Tintina
Tintina is a Canadian-based company with over
twenty years of experience in the junior mining industry. Tintina
currently owns two main properties, both of which are located in
Yukon. The common shares of Tintina are listed for trading on the
TSXV under the symbol “TTS”.
Tintina Contact:
Tintina Mines LimitedMr. Jing Peng82 Richmond Street
EastToronto, OntarioM5C 1P1Phone: (416)
848-9888Email: jpeng@marrellisupport.ca
Neither TSX Venture Exchange nor its Regulation
Services Provider (as that term is defined in policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
Forward-looking Statements
This press release contains forward-looking
statements. Forward-looking statements involve known and unknown
risks, uncertainties and assumptions and accordingly, actual
results and future events could differ materially from those
expressed or implied in such statements. You are hence cautioned
not to place undue reliance on forward-looking statements. All
statements other than statements of present or historical fact are
forward-looking statements and the forward-looking statements in
this press release include but are not limited to statements
regarding completion of the transactions described in this press
release on the terms described herein, or at all, and the potential
benefits of such transactions. Forward-looking statements include
words or expressions such as “proposed”, “will”, “subject to”,
“near future”, “in the event”, “would”, “expect”, “prepared to” and
other similar words or expressions. Where the Company expresses or
implies an expectation or belief as to future events or results,
such expectation or belief is based on assumptions made in good
faith and believed to have a reasonable basis. Such assumptions
include, without limitation: that existing the Company will be able
to negotiate definitive terms with respect to the transactions
described herein on the terms as currently expected or at all; and
that the Company will be able to receive all necessary approvals
that are required in order to complete such transactions.
Factors that could cause future results or
events to differ materially from current expectations expressed or
implied by the forward-looking statements include: the risk that
the terms of a definitive agreement cannot be reached or cannot be
reached; the risk that the Company will not obtain all necessary
approvals for the transactions described herein to proceed; general
business, economic, competitive, political and social
uncertainties; the state of capital markets; failure to realize the
anticipated benefits of the transactions described herein; other
unforeseen events, developments, or factors causing any of the
aforesaid expectations, assumptions, and other factors ultimately
being inaccurate or irrelevant; and any risks associated with the
ongoing COVID-19 pandemic.
You can find further information with respect to
these and other risks in filings made with the Canadian securities
regulatory authorities that are available at www.sedarplus.ca. The
Company disclaims any obligation to update or revise these
forward-looking statements, except as required by applicable
law.
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