|By Marketwired .||
|August 27, 2014 08:00 PM EDT||
VANCOUVER, BRITISH COLUMBIA -- (Marketwired) -- 08/28/14 -- Tintina Resources Inc. ("Tintina" or the "Company") (TSX VENTURE:TAU)(OTCQX:TINTF) is pleased to announce that Sandfire Resources NL has agreed to purchase 80 million units of the Company at a price of $0.20 per unit for gross proceeds of $16 million.
Sandfire is an ASX listed company based in Perth, Australia and the owner and operator of the DeGrussa Copper-Gold Mine. The closing of the private placement will give Sandfire an initial 36% stake in the Company. The funds raised will enable the Company to continue work on a feasibility study and a mine operating permit application for the Company's Black Butte Copper Project, Montana.
"We are pleased to welcome Sandfire to our roster of high quality institutional shareholders. Sandfire is one of the most exciting emerging mid-tier copper producing companies in the world. Their investment into Tintina demonstrates that they clearly recognize the quality of the asset and the level of investment necessary to advance the Black Butte project through feasibility and permitting. With their development and operating experience in bringing the highly successful DeGrussa mine into production, we believe they will add to the success of our development team already in place in Montana. This transaction brings a well funded, mining savvy operator to the Tintina team which will be very beneficial to shareholders and all Montana stakeholders alike," stated Chairman of the Board, Rick Van Nieuwenhuyse.
The units will be comprised of 80 million common shares and the following warrants to purchase additional common shares:
-- 20 million Class A warrants exercisable at $0.28 per share for a period of two years following closing, -- 20 million Class B warrants exercisable at $0.32 per share for a period of three years following closing, and -- 40 million Class C warrants exercisable at $0.40 per share for a period of five years following closing.
If all of the warrants are exercised, the aggregate proceeds from the transaction will be approximately $44 million and Sandfire's interest would increase to 53% on an undiluted basis, assuming no other shares are issued.
The warrants are subject to early expiry, if, over twenty consecutive trading days in the last three months prior to the natural expiry date of each class of warrants, the Volume Weighted Average Price of Tintina's shares on the TSX-V is at least 120% of the exercise price and Sandfire does not exercise the relevant class of warrants in full. Early expiry of any class of warrants causes all subsequent warrants to also expire.
The transaction is subject to the approval of the TSX-V and will require shareholder approval of Sandfire as a new "control person". Tintina's existing strategic shareholders, Quantum Partners LP and Electrum Strategic Metals LLC, who together hold approximately 57.9% of the currently outstanding shares, have agreed to vote for the completion of this transaction and accordingly shareholder approval will be obtained by consent.
Following the closing of the transaction, the Company will have cash on hand of approx. $18.5 million with approximately 222 million shares outstanding.
As part of the transaction, Tintina will grant Sandfire the right to nominate the President and Chief Executive Officer and two members of the Tintina Board. At closing, Mr. Bruce Hooper, Sandfire's Chief Business Development Officer, will be appointed President and Chief Executive Officer and a director of Tintina on a secondment basis, in place of Mr. Gerald Booth, Tintina's Interim CEO and a director, who was planning to retire. In addition, Sandfire will be granted the right to participate in future financings on a pro-rata basis. These various investor rights will remain in place for as long as Sandfire's ownership in the Company is 30% or more on a non-diluted basis.
VP of Exploration Jerry Zieg states, "This investment by Sandfire is a very welcome development for our community and statewide in Montana. What a great opportunity for all of us to be a part of creating a new economic driver for Central Montana. We welcome Sandfire's assistance and their exceptional technical and operational expertise. We are also pleased with their recognition and acceptance of maintaining the current Tintina management team as an integral part of the Black Butte project going forward. With Sandfire's financial and technical support, we can realize our vision of a 21st century mining operation that fits well with our ranching community and protects the landscape and waterways we all value."
It is also expected that directors Mr. Ken Collison and Mr. Steven Khan will resign concurrently with the closing of the transaction, but will continue in a consulting capacity. Mr. Rick Van Nieuwenhuyse will continue as a director and non-Executive Chairman.
ABOUT TINTINA RESOURCES INC.
Tintina Resources Inc. is a growth company focused on the exploration, development, and mining of its 100% owned flagship property, the Black Butte Copper project in central Montana, USA. The Company is led by a highly experienced executive management team that has a successful track record of building shareholder value through exploration, corporate finance, and mine development.
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 release.
Cautionary Note Regarding Forward-Looking Statements: Certain disclosures in this release constitute "forward-looking information" within the meaning of Canadian securities legislation, including statements regarding the proposed transaction with Sandfire Resources NL, the Company's plans for advancing the Black Butte Copper Project and anticipated results. In making the forward-looking statements in this release, the Company has applied certain factors and assumptions that the Company believes are reasonable, including that the TSX Venture Exchange will approve the proposed transaction and that the transaction will complete on the basis currently contemplated, results of exploration and development activities are consistent with management's expectations, that the Company is able to obtain any government or other regulatory approvals and any required financing and that the Company's exploration and development activities will not be affected by actions of environmental activists or other special interest groups. However, the forward-looking statements in this release are subject to numerous risks, uncertainties and other factors, including those relating to Tintina's operation as a mineral exploration and development company and the Black Butte Copper Project, that may cause future results to differ materially from those expressed or implied in such forward-looking statements, including the risks that the TSX Venture Exchange will not approve the proposed transaction and that the transaction will otherwise not complete on the basis currently contemplated or at all, that results of exploration and development activities will not be consistent with management's expectations, that the Company is not able to obtain any government or other regulatory approvals or required financing and interference with the Company's exploration or development activities by environmental activists or other special interest groups. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. Readers are cautioned not to place undue reliance on forward-looking statements. Tintina does not intend, and expressly disclaims any intention or obligation to, update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required by law.
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