Tintina and NSR Announce Non-Binding Letter of Intent for Business Combination of NSR by Tintina

Tintina and NSR Announce Non-Binding Letter of Intent for Business Combination

of NSR by Tintina

TORONTO, Sept. 26, 2019 (GLOBE NEWSWIRE) -- Tintina Mines Limited (“Tintina”) and NSR Resources Inc. ( “NSR”) are pleased to

announce that they have entered into a non-binding letter of intent (the “LOI”) contemplating the business combination by Tintina of all of the

outstanding common shares of NSR (the “NSR Shares”) not already owned by Tintina (the “Proposed Transaction”).  

Under the terms of the LOI, all of the issued and outstanding NSR Shares (other than NSR Shares held by Tintina) will be exchanged on the

basis of 0.729756389 common shares of Tintina (each whole share, a “Tintina Share”) for each NSR Share (the “Exchange Ratio”). It is

anticipated that approximately 19,578,000 Tintina Shares will be issued to the shareholders of NSR representing approximately 43% of the

combined entity. The Proposed Transaction will be completed by way of a three-cornered amalgamation with a new subsidiary of Tintina.

Following completion of the Transaction, it is expected that NSR will be a private company that is a wholly-owned subsidiary of Tintina. The

parties expect that the directors and officers of the new entity will be the same as the current directors and officers of Tintina.

Strategic Rationale

The Proposed Transaction would result in a combined entity that will hold viable mining properties currently held by Tintina, as well as

financial resources currently held by NSR, together in one publicly-traded company. NSR shareholders will also receive greater liquidity as

a result of holding freely-tradable shares in a TSX Venture Exchange listed company.

Eugenio Ferrari, CEO and Director of Tintina and NSR stated: “The Proposed Transaction gives rise to various strategic and operational

synergies that are anticipated to lead to value creation for the shareholders of both companies, including exploration upside potential at

Tintina’s Red Mountain and Watson Lake Project properties.”

MI 61-101

The Proposed Transaction would be considered a “business combination” for NSR pursuant to Multilateral Instrument 61-101 Protection of

Minority Security Holders in Special Transactions, as Juan Enrique Rassmuss R, a director of each of Tintina and NSR, currently owns

35.7% of the outstanding NSR Shares and Tintina currently owns 1.1% of the outstanding NSR Shares (both on a non-diluted basis). The

board of directors of each of Tintina and NSR have formed committees of independent directors to consider and evaluate the Proposed

Transaction, and each of Tintina and NSR will be seeking disinterested shareholder approval for the Transaction. Further, while the parties

are exempt from the formal valuation requirements, Richter Advisory Group Inc. (“Richter”) is acting as financial advisor to the board of

directors of NSR and has prepared a valuation of NSR in connection with the Proposed Transaction. The Exchange Ratio was determined

based in part on the valuation. Mr. Juan Enrique Rassmuss R currently owns 20,359,941 Tintina Shares representing approximately 79.7%

of the total number of Tintina Shares outstanding.

LOI Conditions and Steps to Definitive Agreement

The Proposed Transaction is subject to a range of conditions including, but not limited to, Tintina and NSR entering into one or more binding

definitive agreements containing customary terms and conditions, including representations and warranties customary in a transaction of

this nature. In the event that the definitive agreement(s) is entered into between the parties, and subject to the final transaction structure, the

closing of the Proposed Transaction will be subject to additional conditions including, but not limited to, the receipt of all required approvals,

including the approval of the TSXV, the requisite approval by the shareholders of NSR (on a disinterested basis) at a special meeting of

NSR shareholders to be held on November 27, 2018, and the approval of the board of directors of each of Tintina and NSR.

Tintina and NSR are committed to consummating the Proposed Transaction and expect to issue press releases containing further

information about the Proposed Transaction in the near future. However, there is no obligation on the part of either Tintina or NSR to

consummate the Proposed Transaction or to enter into a definitive agreement. There can be no assurances that the Proposed Transaction

will result, or as to the final definitive terms thereof.  

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”.

About NSR

NSR is a Canadian -based gold and mineral mining company. In March 2019, NSR sold substantially all of its assets, being 13 mining

claims in Fourniere Township, Quebec, for consideration of US$5,000,000 and a 2% net smelter royalty right over its former property. As at

June 30, 2019, NSR’s cash balance was $828,174.   

For further information, please contact:

Tintina Mines Limited

Mr. Jing Peng

82 Richmond Street East

Toronto, Ontario 

M5C 1P1

Phone: (416) 848-9888

Email: [email protected]

NSR Resources Inc.

Mrs. Cindy Davis, CPA, CA

82 Richmond Street East

Toronto, Ontario 

M5C 1P1

Phone: (647) 977-1642

Email: [email protected]

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, including statements with respect to the LOI and the likelihood that the definitive agreement

(s) will be entered into and that the Proposed Transaction will be consummated on the terms and timeline provided herein or at all, the

benefits of the Proposed Transaction to Tintina and NSR and the receipt of all required approvals including without limitation the

shareholders of NSR and applicable stock exchanges. 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. 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; risks relating to (i) the preliminary

and non-binding nature of the LOI, (ii) the ability of the parties to satisfy the conditions precedent to the execution of any definitive

agreement(s) or to ultimately agree on definitive terms, (iii) the impact on the respective businesses, operations and financial condition of

Tintina and NSR resulting from the announcement of the Proposed Transaction and/or the failure to enter into definitive agreement(s) or to

complete the Proposed Transaction on terms described or at all, (iv) a third party competing bid materializing prior to the effective date of

any definitive agreement(s) or the completion of the Proposed Transaction, (v) delay or failure to receive board, shareholder regulatory or

court approvals, where applicable, or any other conditions precedent to the completion of the Proposed Transaction, (vi) unforeseen

challenges in integrating the businesses of Tintina and NSR, (vii) failure to realize the anticipated benefits of the Proposed Transaction, (viii)

other unforeseen events, developments, or factors causing any of the aforesaid expectations, assumptions, and other factors ultimately

being inaccurate or irrelevant; and other risks described in Tintina ’s and NSR ’s documents filed with Canadian securities regulatory

authorities. You can find further information with respect to these and other risks in filings made with the Canadian securities regulatory

authorities and available at www.sedar.com. We disclaim any obligation to update or revise these forward-looking statements, except as

required by applicable law.

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility

for the adequacy or accuracy of this press release.