Tinka Announces Strategic Investment BY Buenaventura
TINKA RESOURCES LIMITED
#1305 – 1090 WEST GEORGIA STREET
VANCOUVER, B.C. V6E 3V7
Tel: (604) 685 9316 Fax (604) 683 1585
Website: www.tinkaresources.com
TSXV & BVL: TK OTCPK: TKRFF
NEWS RELEASE December 19, 2019
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN
THE UNITED STATES.
TINKA ANNOUNCES STRATEGIC INVESTMENT BY BUENAVENTURA
Vancouver, Canada – Tinka Resources Limited ( “Tinka” or the “ Company”) ( TSXV & BVL: TK )
(OTCPK: TKRFF ) is pleased to announce that it has entered into an equity sub scription agreement (the
“Agreement”) with Compañia de Minas Buenaventura SAA (“Buenaventura”). Buenaventura is a precious
and base metals mining and exploration-development company with numerous mining operations in Peru, listed
on the New York Stock Exchange and Lima Stock Exchange (NYSE: BVN & BVL: BUENAV).
Under the terms of the Agreement, Buenaventura will subscribe for 65,843,620 common shares (the “Common
Shares”) of Tinka at a price of C$0.243 per Common Share (the “ Issue Price”) for gross proceeds to Tinka of
C$16 million (the “ Buenaventura Subscription”, and collectively with the pre-existing rights subscriptions
described below, the “Private Placement”). The Issue Price represents a premium of 83% to Tinka’s 3-month
VWAP and a premium of 45% to Tinka’s 6-month VWAP, on the TSX Venture Exchange. Upon closing of the
Buenaventura Subscription, Buenaventura will become a new insider of Tinka holding approximately 19.9% of
the outstanding common shares of the Company on a non-diluted b asis, subject to the exercise of pre-existing
pre-emptive rights. The long-term nature of this strategic relationship is demonstrated by Buenaventura agreeing
to a 24-month equity lock-up on the Common Shares, as well as to certain customary standstill provisions.
Subject to receipt of TSX Venture Exchange (the “ Exchange”) acceptance, the Private Placement is expected
to close on or about January 7, 2020.
The net proceeds from the Private Placement will be used for development of the Company’s Ayawilca Project,
further exploration, and for working capital and general corpor ate purposes. No finder’s fees or commissions
are payable on the Private Placement.
The President and CEO of Tinka, Dr. Graham Carman, stated: “ We are thrilled to welcome Buenaventura as a
strategic investor in Tinka and to have them join our share register, which includes long-term supportive
shareholders such as Sentient. The investment by Bue naventura, which is at a significant premium to market
price, is a strong endorsement of the Ayawilca project and our management team. Buenaventura is a large and
well respected Peruvian mining company that has exten sive experience in developing, building, and operating
mining projects in Peru.”
The CEO of Buenaventura, Mr. Victor Gobitz, stated: “Buenaventura is very pleased to make this strategic
investment in Tinka. We believe that the Ayawilca project is an attractive development project that may benefit
from synergies with some of our existing operations in Peru, such as Uchucchacua, El Brocal and Yumpag, as
well as offering potential for additional mineral resource growth and new discoveries.”
Upon closing of the Buenaventura Subscription, for so long as B uenaventura owns 5% or more of the
outstanding shares of Tinka, on a partially-diluted basis, Buen aventura will have the right to nominate one
individual to Tinka’s board of directors. In the event that Bu enaventura owns 20% or more of the outstanding
shares of Tinka, on a partially-diluted basis, Buenaventura wil l have the right to nominate two individuals to
Tinka’s board. It is expected that the first Buenaventura direc tor nominee will be appointed at the next annual
general meeting of shareholder s of the Company. In addition, B uenaventura has been granted a pre-emptive
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right to maintain its percentage interest in the outstanding sh ares of Tinka, in connection with any future
issuances of Tinka securities, subject to certain exclusions.
Sentient Global Resources Fund IV, LP (“ Sentient IV ”), an Insider of the Company, has exercised its pre-
existing participation rights in respect of the Private Placeme nt. As a result, Sentient IV will subscribe for a
minimum of 10,288,066 Common Shares in the Private Placement at the Issue Price (the “ Sentient
Subscription”) for additional gross proceeds to Tinka of C$2.5 million. Upon closing of the Private Placement
and assuming no additional pre-emptive rights are exercised, it is anticipated that Sentient IV will hold an
aggregate of 74,036,831 common shares of Tinka or approximately 21.7% of the Company’s outstanding
common shares, and approximately 22.5% on a partially-diluted b asis assuming only Sentient IV warrants are
exercised. As a result of the exercise of Sentient IV’s pre-em ptive right, and on the assumption no additional
rights are exercised, it is anticipated that Buenaventura will hold 19.3% of of the outstanding common shares of
the Company on a non-diluted basis, upon closing of the Private Placement.
It is not known at this time if additional pre-existing pre-emp tive rights will be exerci sed. In the event that
additional pre-emptive rights are exercised, Tinka may issue up to an additional 12 million Common Shares in
the Private Placement at the Issu e Price for additional gross p roceeds to the Company of approximately C$2.9
million.
Participation by Sentient IV in t he Private Placement is consid ered 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 for mal valuation or minority shareholder
approval in connection with the I nsider’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 connection 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 app rovals, including the approval of the TSX Venture
Exchange.
The securities offered 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 U.S. state securities laws, and may not be offered or sold in the
United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption
from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This press
release does not constitute an offer to sell or the solicitatio n of an offer to buy securities in the United States,
nor in any other jurisdiction.
About Tinka Resources Limited
Tinka is an exploration and devel opment company with its flagship property being the 100%-owned Ayawilca
carbonate replacement deposit (CRD) located in the zinc-lead-si lver belt of central Peru, 200 kilometres
northeast of Lima. The Ayawilca Zinc Zone contains 11.7 Mt of I ndicated Resources grading 6.9% zinc, 0.2%
lead, 15 g/t silver and 84 g/t indium and 45.0 Mt Inferred Resources grading 5.6% zinc, 0.2% lead, 17 g/t silver
and 67 g/t indium. A Preliminary Economic Assessment for the A yawilca Zinc Zone was released on July 2,
2019 (see release). The Qualified Person, Dr. Graham Carman, Tinka’s President and CEO, and a Fellow of
the Australasian Institute of Mining and Metallurgy, has review ed and verified the technical contents of this
release.
About Compañia de Minas Buenaventura SAA
Buenaventura is a Peruvian precious metals producer with over 6 6 years of experience in exploration,
development, construction and mi ning operations. Currently the company operates several mines, both
underground and open pit, and has an important participation in Minera Yanacocha SRL, a world-class gold
deposit in the Cajamarca region and Sociedad Minera Cerro Verde S.A.A, a world-class copper mine in the
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Arequipa region of Peru. Buenaventura is the first Latin Americ an mining company to list on the New York
Stock Exchange, starting in 1996, and currently trades on the NY and Lima stock exchanges.
On behalf of the Board,
“Graham Carman”
Dr. Graham Carman, President & CEO
Investor Information:
www.tinkaresources.com
Rob Bruggeman 1.416.884.3556
Company Contact:
Mariana Bermudez 1.604.699.0202
Forward Looking Statements: Certain information in this news release contains forward-look ing statements and forward-looking
information within the meaning of applicable securities laws (c ollectively "forward-looking statements"). All statements, other than
statements of historical fact ar e forward-looking statements. F orward-looking statements are bas ed on the beliefs and expectat ions of
Tinka as well as assumptions made by and information currently available to Tinka's management. Such statements reflect the c urrent
risks, uncertainties and assumptions related to certain factors including, without limitations, drilling results, the successful completion of
the Private Placement, the exercise of existing pre-emptive rig hts and the final subscription amounts for the holders of the p re-emptive
rights in connection with the Private Placement, the appointment of Buenaventura’s nominee(s) to Tinka’s board of directors, the use of
proceeds from the Private Placement, the Company’s expectations regarding the Ayawilca Project PEA, changes in world metal markets,
changes in equity markets, uncertainties relating to the availa bility and costs of financing ne eded in the future, equipment f ailure,
unexpected geological conditions, imprecision in resource estim ates or metal recoveries, success of future development initiat ives,
competition, operating performance, environmental and safety ri sks, delays in obtaining or fa ilure to obtain necessary permits and
approvals from local authorities, community agreements and rela tions, and other development an d operating risks. Should any on e 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 Tinka believes that assu mptions inherent in the forward-looking statements are reasonab le,
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, Tinka disclaims any intent or obligation
to update any forward-looking statement.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Ex-
change) accepts responsibility for the adequacy or accuracy of this news release