Tinka Announces C$11M Strategic Investment BY Nexa and Buenaventura
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TINKA ANNOUNCES C$11M STRATEGIC INVESTMENT BY NEXA AND BUENAVENTURA
Vancouver, Canada – Tinka Resources Limited (“Tinka” or the “Company”) (TSXV & BVL: TK) (OTCQB: TKRFF) is pleased
t o a n n o u n c e t h a t i t h a s e n t e r e d i n t o a n e q u i t y s u b s c r i p t i o n a g reement (the “Agreement”) with Nexa Resources S.A.
(“Nexa” ) ( N Y S E S y m b o l : N E X A ) , t h e l a r g e s t z i n c p r o d u c e r i n L a t i n A m e rica with several long‐life operating mines and
smelting operations in Peru and Brazil. Compañia de Minas Buenaventura SAA (“Buenaventura”), an Insider of the
Company, has advised it will exercise its pre‐existing participation rights on the same terms and conditions.
Under the terms of the Agreement, Nexa will subscribe for 40,79 2,541 common shares (the “ Common Shares”) of Tinka
a t a p r i c e o f C $ 0 . 2 2 p e r C o m m o n S h a r e ( t h e “Issue Price”) for gross proceeds to Tinka of C$8.97 million (the “Nexa
Subscription”), with additional pre‐existing subscription rights as described below (the “Private Placement”). Prior to the
Private Placement, Nexa held approximately 9% of the common sha res of Tinka ( see NR March 17, 2021 ). Upon closing
of the Private Placement, Nexa will become a new insider of Tinka holding 71,343,053 of the outstanding common shares
o r a p p r o x i m a t e l y 1 8 . 2 % o f t h e C o m p a n y o n a n o n ‐ d i l u t e d b a s i s . Buenaventura will subscribe for 9,770,669 Common
Shares in the Private Placement at the Issue Price (the “ Buenaventura Subscription”) for additional gross proceeds to
Tinka of C$2.15 million. Upon closing of the Private Placement, Buenaventura will hold 75,614,289 common shares of
Tinka and will continue to hold approximately 19.3% of the outstanding common shares of the Company on a non‐diluted
basis. In total, the gross proceeds of the Private Placement wi ll be C$11.12 million. No finder’s fees or commissions are
payable on the Private Placement. Subject to receipt of Exchange acceptance, the Private Placement is expected to close
on or about May 31, 2022.
Pursuant to the Agreement, proceeds of the Private Placement wi ll be used for development of the Company’s Ayawilca
project (including significant exploration and infill drilling programs, metallurgical programs, and other technical and
environmental studies), the continued early‐stage exploration o f the Silvia project, and for working capital and general
corporate purposes.
The President and CEO of Tink a, Dr. Graham Carman, stated: “ Tinka is thrilled to welcome Nexa as a strategic investor in
the Company, joining Buenaventura and Sentient Equity Partners as our major shareholders. Nexa’s strategic investment
in Tinka, and the co‐investment by Buenaventura, is a strong endorsement of our globally significant Ayawilca zinc project
and of Peru as an important long‐term mining and investment jurisdiction. Nexa is a dominant player in the zinc business
in Latin America, owning three mines and a smelting operation in central Peru in close proximity to Ayawilca. The Private
Placement investment highlights the potential synergies of a successful mine development at Ayawilca for all parties
concerned. We look forward to kicking‐off our work programs at Ayawilca as soon as possible, including the
commencement of a drill program which will target new high grade resources as well as increased measured and indicated
resources."
The CEO of Nexa, Mr. Ignacio Rosado, stated: “In line with our strategy and believing on the promising fundam entals for
zinc and its important role in the green economy, we are please d to announce the increase of our equity interest in Tinka.
Nexa has a unique position in Peru and Brazil and we believe the Ayawilca zinc project provides us a further option to grow,
complementing our portfolio and allowing Nexa to secure its rel evant position in the zinc market, adding value to all our
stakeholders. As we previously disclosed, Ayawilca is one of the largest zinc projects in development in Peru with excellent
development potential as well as resource expansion.”
May 25, 2022
T: 604.685.9316 [email protected]
NEWS RELEASE TSXV & BVL: TK OTCQB: TKRFF
Upon closing of the Nexa Subscrip tion, for so long as Nexa owns 5% or more of the outstanding shares of Tinka, on a
partially‐diluted basis, Nexa will have the right to nominate o ne individual to Tinka’s board of directors. It is anticipated
that Mr. Jones Belther, Nexa’s Senior Vice President of Exploration and Technology, will serve as Nexa’s nominee and join
Tinka’s Board on closing of the Private Placement. In the event that Nexa owns 20% or more of the outstanding shares of
Tinka, on a partially‐diluted basis, Nexa will have the right to nominate two individuals to Tinka’s board. In addition, Nexa
has been granted a pre‐emptive right to maintain its percentage interest in the outstanding shares of Tinka, in connection
with any future issuances of Tinka securities, subject to certain exclusions.
Participation by Buenaventura in the Private Placement is considered a “related party transaction” pursuant to Multilateral
Instrument 61‐101 ‐ Protection of Minority Security Holders in Special Transactions (“MI 61‐101”). The Company is exempt
from the requirements to obtain a formal valuation or minority shareholder approval in connection with the Insider’s
participation in the Private Placement in reliance of sections 5.5(b) and 5.7(a) of MI 61‐101.
All securities issued in connecti on with the Private Placement will be subject to a statutory four‐month hold period. The
Private Placement is subject to certain conditions customary for transactions of this nature, including, but not limited to,
the receipt of all necessary approvals, including the approval of the Exchange.
On behalf of the Board,
“Graham Carman”
Dr. Graham Carman, President & CEO
Further Information:
www.tinkaresources.com
Mariana Bermudez 1.604.685.9316
About Tinka Resources Limited
Tinka is an exploration and development company with its flagsh ip property being the 100%‐o wned Ayawilca zinc‐silver‐
tin project in central Peru. The Zinc Zone deposit has an estim ated Indicated Mineral Resource of 19.0 Mt @ 7.15% Zn,
16.8 g/t Ag & 0.2% Pb and Inferred Mineral Resource of 47.9 Mt @ 5.4% Zn, 20.0 g/t Ag & 0.4% Pb (dated August 30, 2021
‐ see news release). The Ayawilca Tin Zone has an estimated Inferred Mineral Resource of 8.4 Mt grading 1.0% Sn. Tinka
holds 46,000 hectares of mining claims in Central Peru, one of the largest holders of mining claims in the belt. Tinka is
actively exploring for copper‐gold skarn mineral deposits at its 100%‐owned Silvia project. Dr. Graham Carman, a qualified
person, Tinka’s President and CEO and a Fellow of the Australas ian Institute of Mining and Metallurgy has reviewed and
verified the technical contents of this release.
Forward Looking Statements: Certain information in this news release contains forward‐looking statements and forward‐looking information within
the meaning of applicable securit ies laws (collectively "forwar d‐looking statements"). All stat ements, other than statements of historical fact are
forward‐looking statements. Forw ard‐looking statements are base d on the beliefs and expectations of Tinka as well as assumptio ns made by and
information currently available to Tinka's management. Such st atements reflect the current risks, uncertainties and assumptions related to certain
factors including, without limitations: timing and successful completion of the Private Placement; timing of planned work programs and results
varying from expectations; delay in obtaining results; 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 and operating performance; environmental and safety risks; the Company’s expectations reg arding the
Ayawilca Project PEA; the political environment in which the Co mpany operates continuing to s upport the development and operat ion of mining
projects; risks related to negative publicity with respect to t he Company or the mining industry in general; the threat associ ated with outbreaks of
viruses and infectious diseases, including the novel COVID‐19 v irus; delays in obtaining or fa ilure to obtain necessary permit s and approvals from
l o c a l a u t h o r i t i e s ; c o m m u n i t y a g r e e m e n t s a n d r e l a t i o n s ; a n d , o t her development and operating risks. Should any one or more of these risks or
uncertainties materialize, or shou ld any underlying assumptions prove incorrect, actual results may vary mat erially from those described herein.
Although Tinka believes 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 securit ies laws, Tinka disclaims any intent or obligation to update any forward‐looking statement. F urther information
concerning risks and uncertainti es associated with these forwar d‐looking statements and our business can be found in our publi c disclosures filed
under our profile on SEDAR (www.sedar.com)
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts
responsibility for the adequacy or accuracy of this news release.