TORONTO, February 6, 2024 (GLOBE NEWSWIRE) — Tintina Mines Limited (“Tintina” or the “Company”) (TSXV: TTS) is pleased to announce that it has entered into an agreement with Andean Belt Resources effective today. SpA (“ABR”), a mining exploration company incorporated under the laws of Chile, to obtain a 65% to 75% interest in ABR for monetary attention in the amount of $4,000,000 (USD). As described in more detail below, ABR is a similar part of the Company. The terms of the agreement are set out in a term sheet signed by either party, and a definitive agreement relating to the transaction is expected to be negotiated and concluded in due course.
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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 acquisition budget is primarily intended to finance exploration and technical studies of Domeyko Sulfuros’ assets in Chile. The next plan will be to conduct a full exploration of number one sulphide mineralization at the Domeyko Sulphide assets, with the central objective of advancing the task towards a resource definition level supported through reports generated in accordance with foreign standards.
“We are excited about this investment, our first outside of Canada, as it gives us access to a world-class exploration portfolio with wonderful prospects to generate a truly broad price for our shareholders,” said Eugenio Ferrari, CEO and Director of Tintina. Mining.
In addition, the Company has also entered into an agreement with its consequential owner and sole creditor, Mr. Juan Enrique Rassmuss, to completely reorganize the Company’s debt (existing in the amount of $12,071,484. 57 (CAD)). The proposed debt reorganization would be carried out through two processes. The first is a partial conversion by issuing the lesser of (i) 252,382,833 new consistent ordinary shares of the Company and (ii) a number of consistent ordinary shares of the Company that would result in at least 10% of the shares consistent ordinary expenses of the Company. of CompanyArray Company included in the “float” (as explained in the policies of the TSX Venture Exchange), at a value of $0. 03 consistent with a not unusual percentage consistent with a total of up to $7,571,484. 57 (CAD). The second component of the debt reorganization is the restructuring and reprofiling of the remaining debt (amounting to approximately $4,500,000 (CAD)), which is expected to impact the Company’s investment profile primarily by eliminating the existing deficit consistent with the shareholders and the postponement of the request. condition for a constant period of two years. This will be a like-for-like transaction for the Company and will only be completed subject to approval of the investment in ABR.
The two transactions described above are subject to all required regulatory and other approvals, including, but not limited to, the approval of the TSX Venture Exchange and the approval of the Company’s shareholders. Additional terms and key points relating to the transactions described herein will be provided in future press releases.
The two transactions described above are “related party transactions” within the meaning of the policies of the TSX Venture Exchange and Multilateral Instrument 61-101 regarding the Protection of Minority Holders in Special Transactions (“MI 61-101”). due to Mr. Juan. Enrique Rassmuss’s involvement in each and every transaction. Mr. Rassmuss serves as President and Chief Executive Officer of the Company and also owns approximately 30% of the Company’s issued and non-unusual inventory. With respect to investment in ABR, ABR Properties’ locally-owned entity is affiliated with the Rassmuss Group of Companies, a diversified conglomerate with more than 50 years of experience in industries including mining, oil and gas, metallurgy, and textiles. Juan Enrique Rassmuss is the President and CEO of the Rassmuss Group.
Since these are related-party transactions, the disinterested approval of shareholders will be required before they can proceed. The Company intends to rely on the exemption from the valuation requirement set forth in segment 5. 5(b) of NI 61-101.
With respect to the transactions described in this press release: (i) there is no search engine payment to be paid; and (ii) the Company does not incur long-term debt.
Trading in the Company’s common stock was recently suspended and is expected to resume prior to the final touch of the transactions described herein.
About Tintina
Tintina is a Canadian company with more than twenty years of experience in the junior mining sector. Currently, Tintina owns two major properties, both in the Yukon. Tintina’s common stock industry on the TSXV under the ticker symbol “TTS”.
Contact with Tintina:
Tintina Mines LimitedM. Jing Peng82 Richmond Street EastToronto, OntarioM5C 1P1Phone: (416) 848-9888Email: jpeng@marrellisupport. ca
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is found in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Forward-Looking Statements
This press release includes forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and assumptions, and actual effects and long-term events may differ materially from those expressed or implied by such statements. You are cautioned not to place undue reliance on forward-looking statements. All statements other than offering statements or past facts are forward-looking statements and forward-looking statements contained in this press release include, but are not limited to, statements regarding the consummation of the transactions described in this press release as herein described. or all, as well as the possible benefits of such transactions. Forward-looking statements come with words or expressions such as “proposed”, “will be”, “subject to”, “in the short or long term”, “in the case”, “would expect”, “expects”, “ready to” and other similar words or expressions. Where the Company expresses or implies an expectation or confidence as to long-term events or effects, such expectation or confidence is based on assumptions made in an intelligent religion and believed to be well founded. These Assumptions include, but are not limited to: that the Existing Company will be able to negotiate the final terms with respect to the transactions described herein on the terms ultimately expected or at all; and that the Company will be able to obtain all mandatory approvals to consummate such transactions.
Factors that may also cause long-term effects or events to differ materially from existing expectations expressed or implied by the forward-looking statements include: the threat that the terms of a definitive agreement may not or may not be achieved; the threat that the Company may not discharge all required approvals for the transactions described herein to occur; general business, economic, competitive, political and social uncertainties; the state of the capital markets; failure to achieve the expected benefits of the transactions described herein; other unexpected events, developments or points that cause previous expectations, assumptions and other points to ultimately be erroneous or irrelevant; and any threats related to the current COVID-19 pandemic.
Additional information relating to these and other risks can be found in documents filed with Canada’s securities regulatory government that are available on www. sedarplus. ca. The Company assumes no legal responsibility to update or revise such forward-looking statements, as required by applicable law.
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