Tintina Mines Limited (“Tintina” or the “Company”) (TSXV: TTS) is
pleased to announce the completion of two related transactions,
both of which received the approval of the shareholders of the
Company at a shareholders’ meeting held on June 26, 2024: (i) an
investment in Andean Belt Resources SpA (“ABR”), a mining
exploration company incorporated under the laws of Chile, to
acquire a 73,75% equity ownership interest in ABR for cash
consideration in the amount of $4,000,000 (USD); and (ii) a
proposed reorganization of the Company’s existing debt (currently
in the amount of $12,071,484.57 (CAD)) with its shareholder and
sole creditor, Mr. Juan Enrique Rassmuss through: (a) the issuance
of 126,191,416 common shares in the capital of the Company (on a
post-consolidation basis, as described below) at an issuance price
of $0.06 per common share in satisfaction of up to $7,571,484.57 of
outstanding debt; and (b) the conversion of the remaining debt in
the amount of $4,500,000 into a long-term obligation with no fixed
maturity, bearing interest at a rate of 7% per annum and payable on
demand, subject to the condition that Mr. Rassmuss may not demand
repayment for a period of two years. Both of these transactions are
related party transactions and are also described in the press
releases of the Company dated February 6, 2024 and June 17, 2024.
On August 13, 2024, the Company also completed a
consolidation of its issued and outstanding common shares on the
basis of a ratio of one post-consolidation share to every two
pre-consolidation shares.
Following the issuance of the common shares to
Mr. Rassmuss in connection with the debt restructuring, based on
his current shareholdings as of the date hereof, Mr. Rassmuss holds
an aggregate of 133,114,837 common shares, representing 89.25% of
the issued and outstanding common shares (on a post-consolidation
basis).
Each of (i) the acquisition in ABR and (ii) the
debt restructuring described above were “related party
transactions” under the policies of the TSX Venture Exchange and
Multilateral Instrument 61-101 Protection of Minority
Securityholders in Special Transactions 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, prior to
the transactions, held 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, energy,
metallurgy, and real estate in South America. Juan Enrique Rassmuss
is the President and CEO of the Rassmuss Group.
As these are related party transactions, the
Company sought and received shareholder approval on a disinterested
basis. The Company relied on the exemption from the valuation
requirement found in section 5.5(b) of MI 61-101. The Company has
also received all other necessary approvals with respect to the
transactions described above, including the approval of the TSXV
for the shares issued to Mr. Rassmuss and the share
consolidation.
The Company also wishes to announce that it has
now implemented a new stock option plan, the terms of which are
described in the management information circular of the Company
dated June 26, 2024. The Company has received all necessary
approvals for the new stock option, including shareholder approval
which was obtained at the shareholders‘ meeting held on June 26,
2024.
About Tintina
Tintina, a Canadian-based company with over two
decades of experience in the junior mining sector, focuses on the
acquisition, exploration and development of base and precious
metals properties in Canada and Chile.
Currently, Tintina holds two properties in Yukon
and five in Chile, the latter through its local affiliate, Andean
Belt Resources. Tintina’s recent acquisition of a majority stake in
Andean Belt Resources signifies a strategic move to enhance its
market position and drive value creation.
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. 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. The forward-looking statements
in this press release include, but are not limited to, statements
regarding the Company’s future operational goals and strategies.
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 the
Company will be able to execute on its intended business plans and
strategies; that the Company will be able to conduct its intended
exploration plans on its recently-acquired property; and that the
Company will be able to repay existing debt on the terms described
herein or at all.
Factors that could cause future results or
events to differ materially from current expectations expressed or
implied by the forward-looking statements include: general
business, economic, competitive, political and social
uncertainties; the state of capital markets; failure to realize the
anticipated benefits of the recent property acquisition described
herein; risks related to the mining industry generally; 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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