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VANCOUVER, April 24, 2018 /CNW/ - Tinka Resources
Limited ("Tinka" or the "Company") (TSXV&
BVL: TK) (OTCPK: TKRFF) is pleased to announce that it
has entered into subscription agreements ("Subscription
Agreements") with each of International Finance Corporation
("IFC"), a member of the World Bank Group, and Sentient
Global Resources Fund IV, LP ("Sentient IV"), both insiders
of the Company, in connection with the second tranche (the
"Second Tranche") of its previously announced
non-brokered private placement financing (the "Placement")
of units of the Company (the "Units"). Under the
Second Tranche, the Company proposes to issue 5,020,000 Units at an
issue price of C$0.48 per Unit (the
"Issue Price") for gross proceeds to the Company of
C$2,409,600.
The Second Tranche was necessary to accommodate IFC and Sentient
IV exercising their pre-emptive rights as a result of the Company's
public offering of units which closed on April 4, 2018 (the "Bought Deal") and the
first tranche of the Placement that closed on April 6, 2018 (the "First
Tranche"). In aggregate, the Bought Deal,
First Tranche and Second Tranche comprise a total of 33,832,284
Units for gross proceeds of C$16,239,496.
Under the terms of the Subscription Agreement with IFC, IFC has
agreed to acquire, subject to certain conditions, 3,950,000 Units
at the Issue Price, for gross proceeds to the Company of
C$1,896,000. Upon closing of
the Second Tranche, IFC will control over 29,895,754 common shares
or approximately 11.5% of the issued and outstanding common shares
of Tinka, and 13.2% assuming the exercise of all of IFC's 9,823,837
warrants on a fully diluted basis.
Under the terms of the Subscription Agreement with Sentient IV,
Sentient IV (who also participated in the First Tranche) has agreed
to acquire, subject to certain conditions, an additional 1,070,000
Units under the Second Tranche, for gross proceeds to the Company
under the Second Tranche of C$513,600, to maintain its pro-rata share
ownership interest in the Company. As a result, upon closing
of the Second Tranche, Sentient IV will control over 63,748,765
common shares of the Company or approximately 24.7% of the issued
and outstanding common shares of the Company, and 23.8% assuming
exercise of all of Sentient IV's warrants on a fully diluted
basis.
The Company plans to use the net proceeds from the Second
Tranche of the Placement to fund exploration expenditures at the
Company's Ayawilca Project in Peru, as well as for other corporate purposes
and general working capital. No commissions or finder's fees
will be paid by Tinka in connection with the closing of the Second
Tranche.
Subject to the completion of customary conditions precedent for
financings such as these, the closing of the Second Tranche is
scheduled to close on or about Friday, April
27, 2018.
Participation by Insiders of the Company in the Offering is
considered a "related party transaction" pursuant to Multilateral
Instrument 61-101 - Protection of Minority Security Holders in
Special Transactions ("MI 61-101"). The Company is
exempt from the requirements to obtain a formal valuation or
minority shareholder approval in connection with the Insiders'
participation in the Offering in reliance of sections 5.5(b) and
5.7(a) of MI 61-101.
All securities issued pursuant to the Second Tranche are subject
to a four-month hold from the date of closing of the Second
Tranche.
The securities offered have not been, and will not be,
registered under the U.S. Securities Act of 1933, as amended (the
"U.S. Securities Act"), or any U.S. state securities laws, and may
not be offered or sold in the United
States or to, or for the account or benefit of, a U.S.
Person (as defined in Regulation S under the U.S. Securities Act)
absent registration or an applicable exemption from the
registration requirements of the U.S. Securities Act and applicable
U.S. state securities laws. This press release shall not constitute
an offer to sell or the solicitation of an offer to buy securities
in the United States or to, or for
the account or benefit of, any U.S. Person, nor shall there be any
sale of these securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful.
About Tinka Resources Limited
Tinka is an exploration and development company with its
flagship property being the 100%-owned Ayawilca carbonate
replacement deposit (CRD) in the zinc-lead-silver belt of central
Peru, 200 kilometres northeast of
Lima. The Ayawilca Zinc Zone has
an Inferred Mineral Resource of 42.7Mt at 6.0% zinc, 0.2% lead, 17
g/t silver & 79 g/t indium, and a Tin Zone Inferred Mineral
Resource of 10.5 Mt at 0.6 % tin, 0.2% copper & 12 g/t silver
(for further information, refer to Tinka's press release dated
November 8, 2017).
The scientific and technical disclosure in this news release has
been reviewed and approved by Dr. Graham
Carman, President and CEO of the Company, who is a Qualified
Person as defined by National Instrument 43-101 – Standards of
Disclosure for Mineral Projects.
On behalf of the Board,
"Graham Carman"
Dr. Graham Carman, President
& CEO
FORWARD-LOOKING STATEMENTS
Certain information in this
news release contains forward-looking statements and
forward-looking information within the meaning of applicable
securities laws (collectively "forward-looking statements").
All statements, other than statements of historical fact are
forward-looking statements, including, but not limited to
statements regarding the intended use of proceeds, the completion
of the Second Tranche in full, undertaking and completing
exploration objectives at the Ayawilca zinc project, and the
completion of a preliminary economic assessment. Forward-looking
statements are based on the beliefs and expectations of Tinka as
well as assumptions made by and information currently available to
Tinka's management. Such statements reflect the current risks,
uncertainties and assumptions related to certain factors including,
without limitations, the successful completion of the Second
Tranche, the anticipated use of proceeds of the Second Tranche,
drilling results, the Company's expectations regarding mineral
resource calculations, capital and other costs varying
significantly from estimates, production rates varying from
estimates, changes in world metal markets, changes in equity
markets, uncertainties relating to the availability and costs of
financing needed in the future, equipment failure, unexpected
geological conditions, imprecision in resource estimates or metal
recoveries, success of future development initiatives, competition,
operating performance, environmental and safety risks, delays in
obtaining or failure to obtain necessary permits and approvals from
local authorities, community agreements and relations, and other
development and operating risks. Should any one or more of these
risks or uncertainties materialize, or should any underlying
assumptions prove incorrect, actual results may vary materially
from those described herein. Although Tinka believes that
assumptions inherent in the forward-looking statements are
reasonable, forward-looking statements are not guarantees of future
performance and accordingly undue reliance should not be put on
such statements due to the inherent uncertainty therein. Except as
may be required by applicable securities laws, Tinka disclaims any
intent or obligation to update any forward-looking
statement.
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.
SOURCE Tinka Resources Limited