Tintina Announces Closing of Investment in Chile and Debt Reorganization
Tintina Announces Closing of
Investment in Chile and Debt
Reorganization
TORONTO, August 14 , 2024 (GLOBE NEWSWIRE) -- Tintina Mines Limited
(“Tintina” or the “Company”) (TSXV: TTS) is pleased to announce the
completion of two related transactions, both of which received the
approval of the shareholders of the Company at a shareholders’ meeting
held on June 26, 2024: (i) an investment in Andean Belt Resources SpA
(“ABR”), a mining exploration company incorporated under the laws of
Chile, to acquire a 73,75% equity ownership interest in ABR for cash
consideration in the amount of $4,000,000 (USD) ; and (ii) a proposed
reorganization of the Company’s existing debt (currently in the amount of
$12,071,484.57 (CAD)) with its shareholder and sole creditor, Mr. Juan
Enrique Rassmuss through: (a ) the issuance of 126,191,416 common shares
in the capital of the Company (on a post -consolidation basis, as described
below) at an issuance price of $0.06 per common share in satisfaction of up
to $7,571,484.57 of outstanding debt; and ( b) the conversion of the
remaining debt in the amount of $4,500,000 into a long -term obligation
with no fixed maturity, bearing interest at a rate of 7% per annum and
payable on demand, subject to the condition that Mr. Rassmuss may not
demand repayment for a period of two years. Both of these transactions
are related party transactions and are also described in the press release s
of the Company dated February 6, 2024 and June 17, 2024.
On August 13, 2024, the Company also completed a consolidation of its
issued and outstanding common shares on the basis of a ratio of one post -
consolidation share to every two pre -consolidation shares .
Following the issuance of the common shares to Mr. Rassmuss in
connection with the debt restructuring, based on his current shareholdings
as of the date hereof, Mr. Rassmuss holds an aggregate of 133,114,837
common shares, representing 89.25% of the issued and outstanding
common shares (on a post-consolidation basis).
Each of (i) the acquisition in ABR and (ii) the debt restructuring described
above were “related party transactions” under the policies of the TSX
Venture Exchange and Multilateral Instrument 61-101 Protection of Minority
Securityholders in Special Transactions due to the involvement of Mr. Juan
Enrique Rassmuss in each transaction. Mr. Rassmuss is the President and
Chairman and a director of the Company, and, prior to the transactions,
held approximately 30% of the issued and outstanding common shares of
the Company. With respect to the investment into ABR, the local ownership
entity for the ABR properties is affiliated with the Rassmuss Group of
Companies, a diversified conglomerate with over 50 years of experience
operating across various industries, including mining, oil and gas, energy,
metallurgy, and real estate in South America. Juan Enrique Rassmuss is the
President and CEO of the Rassmuss Group.
As these are related party transactions, the Company sought and received
shareholder approval on a disinterested basis. The Company relied on the
exemption from the valuation requirement found in section 5.5(b) of MI 61 -
101. The Company has also received all other necessary approvals with
respect to the transactions described above, including the approval of the
TSXV for the shares issued to Mr. Rassmuss and the share consolidation.
The Company also wishes to announce that it has now implemented a new
stock option plan, the terms of which are described in the managemen t
information circular of the Company dated June 26, 2024. The Company has
received all necessary approvals for the new stock option, including
shareholder approval which was obtained at the shareholders‘ meeting held
on June 26, 2024.
About Tintina
Tintina, a Canadian -based company with over two decades of experience
in the junior mining sector, focuses on the acquisition, exploration and
development of base and precious metals properties in Canada and Chile.
Currently, Tintina holds two properties in Yuko n and five in Chile, the latter
through its local affiliate, Andean Belt Resources. Tintina’s recent
acquisition of a majority stake in Andean Belt Resources signifies a
strategic move to enhance its market position and drive value creation.
The common shares of Tintina are listed for trading on the TSXV under the
symbol “TTS”.
Tintina Contact:
Tintina Mines Limited
Mr. Jing Peng
82 Richmond Street East
Toronto, Ontario
M5C 1P1
Phone: (416) 848 -9888
Email: [email protected]
Neither TSX Venture Exchange nor its Regulation Services Provider (as that
term is defined in policies of the TSX Venture Exchange) accepts
responsibility for the adequacy or accuracy of this release.
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 s uch 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. Forward -looking statements include
words or expressions su ch as “proposed”, “will”, “subject to”, “near future”,
“in the event”, “would”, “expect”, “prepared to” and other similar words or
expressions. The forward-looking statements in this press release include,
but are not limited to, statements regarding the Company’s future
operational goals and strategies. Where the Company expresses or
implies an expectation or belief as to future events or results, such
expectation or belief is based on assumptions made in good faith and
believed to have a reasonable basis. Such assumptions include, without
limitation: that the Company will be able to execute on its intended
business plans and strategies; that the Company will be able to conduct
its intended exploration plans on its recently -acquired property; and that
the Company will be able to repay existing debt on the terms described
herein or at all.
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; failure to realize the
anticipated benefits of the recent property acquisition described herein;
risks related to the mining industry generally; other unforeseen events,
developments, or factors causing any of the aforesaid expectations,
assumptions, and other factors ultimately being inaccurate or irrelevant;
and any risks associated with the ongoing COVID -19 pandemic.
You can find further information with respect to these and other risks in
filings made with the Canadian securities regulatory authorities that are
available at www.sedar plus.ca. The Company disclaims any obligation to
update or revise these forward -looking statements, except as required by
applicable law.