Tintina Resources Inc. (TSX.V:TAU) (OTCQB:TINTF)
("
Tintina" or the "
Company")
announces that it will conduct a rights offering to raise gross
proceeds of up to C$10.8 million (the "
Rights
Offering").
The Company will issue rights (the
"Rights") to existing shareholders in Canada and
to eligible shareholders in the United States and in certain other
jurisdictions at the close of business on the record date of
September 21, 2017. The Company is pleased that shareholders
in Montana and elsewhere in the U.S. will be entitled to
participate in the offering due to recent rule changes in the
United States.
Eligible shareholders will receive five (5)
Rights for each common share held. Nine (9) Rights will entitle the
holder to subscribe for one (1) common share of Tintina upon
payment of the subscription price of C$0.06 per share (the
"Subscription Price"). For example, a holder of
1,000 common shares will be entitled to subscribe for 555 common
shares for an aggregate subscription price of C$33.30.
Shareholders who fully exercise their Rights
will also be entitled to subscribe for additional shares in the
Rights Offering, if available as a result of unexercised Rights
prior to the Expiry Time, subject to certain limitations set out in
Tintina's rights offering circular.
The Rights will trade on the TSX Venture
Exchange under the symbol TAU.RT commencing on September 20, 2017
and until 9:00 a.m. (Vancouver time) on October 20, 2017. The
Rights will expire at 2:00 p.m. (Vancouver time) on October 20,
2017 (the "Expiry Time"), after which time
unexercised Rights will be void and of no value. No fractional
shares will be issued.
A rights offering notice and rights certificate
will be mailed to each registered shareholder of Tintina resident
in Canada and to each eligible shareholders in the United States as
at the record date. Registered shareholders who wish to exercise
their Rights must forward the completed rights certificate,
together with the applicable funds, to the rights agent,
Computershare Trust Company of Canada, on or before the Expiry
Time. Shareholders who own their shares through an intermediary,
such as a bank, trust company, securities dealer or broker, will
receive materials and instructions from their intermediary.
Further details of the Rights Offering are contained in the
Company’s rights offering circular, which has been filed on SEDAR
under Tintina's profile at www.sedar.com.
There are currently 323,538,342 common shares of
Tintina outstanding. If all of the Rights issued under the Rights
Offering are validly exercised, an additional 179,743,523 common
shares would be issued. Tintina intends to use the net
proceeds of the Rights Offering to advance the Black Butte Copper
Project and for general working capital purposes.
This news release shall not constitute an offer
to sell or solicitation of an offer to buy the securities of the
Company. There shall be no offer or sale of these securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to the registration or qualification of such
securities under the laws of any such jurisdiction.
Purchase Commitment
Agreement
In connection with the Rights Offering, Tintina
has entered into a purchase commitment agreement (the
"Commitment Agreement") with Sandfire BC Holdings
Inc. (the "Purchaser"). The Purchaser has
agreed, subject to the satisfaction of certain conditions, to fully
exercise its basic subscription privilege to purchase its pro rata
share of the common shares offered in the Rights Offering. The
subscription amount for the Purchaser will be
C$8,418,928. Further details of the
Commitment Agreement are contained in the Company’s rights offering
circular.
As of the date hereof, the Purchaser owns 78.06%
of the Company’s issued and outstanding common shares. If the
purchase obligations of the Purchaser are fulfilled in full, the
Purchaser does not subscribe for additional shares in the Rights
Offering and no other shareholders exercise their Rights, the
Purchaser will own 84.70% of the issued and outstanding common
shares on completion of the Rights Offering.
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.
Cautionary statement regarding forward‐looking
information
Certain disclosures in this release constitute
“forward-looking information” within the meaning of Canadian
securities legislation. Forward-looking statements are statements
that are not historical facts and are generally, but not always,
identified by words such as the following: expects, plans,
anticipates, believes, intends, estimates, projects, assumes,
potential and similar expressions. Forward-looking statements also
include reference to events or conditions that will, would, may,
could or should occur, including, without limitation, statements
regarding the Company’s plans for advancing the Black Butte Copper
Project (including plans to complete permitting), details of the
Rights Offering, the intended use of proceeds of the Rights
Offering, resource estimates and expected outcomes. In making the
forward-looking statements in this news release, the Company has
applied certain factors and assumptions that the Company believes
are reasonable, including that the Company’s permitting will
proceed as expected; that the Rights Offering will be completed and
will raise the expected proceeds; that the results of exploration
and development activities are consistent with management’s
expectations and that the assumptions underlying mineral resource
estimates are valid. However, the forward-looking statements
in this news release are subject to numerous risks, uncertainties
and other factors that may cause future results to differ
materially from those expressed or implied in such forward-looking
statements, including without limitation: that the Rights Offering
will otherwise not be completed or will raise less than the
expected proceeds; uncertainties as to the costs to completion of
the rights offering; the results of exploration and development
activities will not be consistent with management’s expectations,
the risk of unexpected variations in mineral resources, grade or
recovery rates, delays in obtaining or inability to obtain required
government or other regulatory approvals or financing, failure of
plant, equipment or processes to operate as anticipated, the risk
of accidents, labor disputes, inclement or hazardous weather
conditions, unusual or unexpected geological conditions, ground
control problems, earthquakes, flooding and all of the other risks
generally associated with the development of mining facilities and
the operation of a producing mine. 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.
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.
Contact Information Tintina Resources Inc. Nancy Schlepp,
Director of Public Affairs Mobile: 406-224-8180
Office: 406-547-3466 Email:
nschlepp@tintinaresources.com
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