Tintina and NSR Announce the Results of their Respective Meetings of Shareholders
Tintina and NSR Announce the Results of their Respective Meetings of
Shareholders
TORONTO, Nov. 29, 2019 -- Tintina Mines Limited (“ Tintina”) (TSXV:TTS) and NSR Resources Inc. (“NSR”) are pleased to
announce the voting results from Tintina’s annual general and special meeting of shareholders (the “ Tintina Meeting ”) and
NSR’s special meeting of shareholders (the “ NSR Meeting ”), both of which were held in Toronto, Ontario on November 27,
2019.
Tintina Meeting
The total number of common shares of Tintina (“Tintina Shares ”) represented by shareholders present in person and by proxy
at the Tintina Meeting was 21,504,408 Tintina Shares, representing 82.32 % of the total issued and outstanding Tintina Shares
as of the record date.
All of the matters put forward before shareholders for consideration and approval as set out in Tintina’s management
information circular, dated October 18, 2019, were approved by the requisite majority of votes cast at the Tintina Meeting. The
shareholders of Tintina passed a special resolution approving an amalgamation under Section 174 of the Business
Corporations Act (Ontario) involving NSR and Tintina’s wholly-owned subsidiary, 2716207 Ontario Inc. (the “ Amalgamation
Resolution”). The results of the vote for the Amalgamation Resolution at the Tintina Meeting are set out in the following table:
Motion Votes For Votes Against % of Votes Cast
For
Amalgamation Resolution 21,483,408 0 100%
Amalgamation Resolution on a disinterested
shareholder basis
1,123,467 0 100%
NSR Meeting
The total number of common shares of NSR (“NSR Shares”) represented by shareholders present in person and by proxy at
the NSR Meeting was 12,474,024 NSR Shares, representing 45.51% of the issued and outstanding NSR Shares as of the
record date.
The only matter put forward before shareholders for consideration and approval as set out in NSR’s management information
circular, dated October 18, 2019, was the Amalgamation Resolution, which was approved by the requisite majority of votes
cast at the NSR Meeting. The results of the vote for the Amalgamation Resolution at the NSR Meeting are set out in the
following table:
Motion Votes For Votes Against % of Votes Cast
For
Amalgamation Resolution 12,472,024 0 100%
Amalgamation Resolution on a disinterested
shareholder basis
2,597,104 0 100%
The Amalgamation
Given that disinterested shareholder approval and the requisite 66⅔% approval for the Amalgamation Resolution was received
at the Tintina Meeting and the NSR Meeting, Tintina and NSR are going forward with the business combination transaction
that was described in joint news releases dated September 26, 2019 and October 16, 2019. In that regard, the articles of
amalgamation between NSR and 2716207 Ontario Inc. were filed on November 28, 2019.
Under the terms of the Combination Agreement, all of the issued and outstanding NSR Shares (other than NSR Shares held
by Tintina) will be exchanged on the basis of 0.729756389 of each Tintina Share for each NSR Share (the “Exchange Ratio ”).
A total of 20,000,371 Tintina Shares will be issued to the shareholders of NSR representing approximately 43.4% of the
combined entity resulting from the amalgamation of NSR and 2716207 Ontario Inc. Holders of options in NSR which are
exercisable for 1,401,132 NSR Shares will be exchanged for options exercisable for Tintina Shares (“ Tintina Options”) at the
Exchange Ratio resulting in the issuance of 1,022,485 Tintina Options with an exercise price of $0.05 each and an expiry date
of November 29, 2023.
Pursuant to the transaction described above, NSR has become a wholly-owned subsidiary of Tintina, with Tintina owning
27,408,131 NSR Shares. Tintina is now considered an “insider” of NSR for the purposes of securities legislation.
Tintina will cause NSR to submit an application to cease to be a reporting issuer in Quebec, Alberta, British Columbia and
Ontario.
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 receipt of all required approvals including without limitation the 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 ability of the Tintina and
NSR to fulfill the terms of the Combination Agreement and complete the Transaction (ii) the impact on the respective
businesses, operations and financial condition of Tintina and NSR resulting from the completion of the Transaction and/or the
failure to complete the Transaction on terms described or at all, (iii) a third party competing bid materializing prior to the
completion of the Transaction, (iv) delay or failure to receive board, regulatory or court approvals, where applicable, or any
other conditions precedent to the completion of the Transaction, (v) unforeseen challenges in integrating the businesses of
Tintina and NSR, (vi) failure to realize the anticipated benefits of the Transaction, (vii) 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.