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Tinka Resources Limited ("Tinka" or the "Company") (TSXV:TK)(BVL:TK)(OTCQB:TKRFF) is pleased to announce that it has entered into an equity subscription agreement (the "Agreement") with Nexa Resources S.A. ("Nexa") (NYSE Symbol:NEXA), the largest zinc producer in Latin America with several long-life operating mines and smelting operations in Peru and Brazil. Compañia de Minas Buenaventura SAA ("Buenaventura"), an Insider of the Company, has advised it will exercise its pre-existing participation rights on the same terms and conditions
Under the terms of the Agreement, Nexa will subscribe for 40,792,541 common shares (the "Common Shares") of Tinka at a price of C$0.22 per Common Share (the "Issue Price") for gross proceeds to Tinka of C$8.97 million (the "Nexa Subscription"), with additional pre-existing subscription rights as described below (the "Private Placement"). Prior to the Private Placement, Nexa held approximately 9% of the common shares of Tinka (see NR March 17, 2021). Upon closing of the Private Placement, Nexa will become a new insider of Tinka holding 71,343,053 of the outstanding common shares or approximately 18.2% of the Company on a non-diluted basis. Buenaventura will subscribe for 9,770,669 Common Shares in the Private Placement at the Issue Price (the "Buenaventura Subscription") for additional gross proceeds to Tinka of C$2.15 million. Upon closing of the Private Placement, Buenaventura will hold 75,614,289 common shares of Tinka and will continue to hold approximately 19.3% of the outstanding common shares of the Company on a non-diluted basis. In total, the gross proceeds of the Private Placement will be C$11.12 million. No finder's fees or commissions are payable on the Private Placement. Subject to receipt of Exchange acceptance, the Private Placement is expected to close on or about May 31, 2022.
Pursuant to the Agreement, proceeds of the Private Placement will be used for development of the Company's Ayawilca project (including significant exploration and infill drilling programs, metallurgical programs, and other technical and environmental studies), the continued early-stage exploration of the Silvia project, and for working capital and general corporate purposes.
The President and CEO of Tinka, Dr. Graham Carman, stated: "Tinka is thrilled to welcome Nexa as a strategic investor in the Company, joining Buenaventura and Sentient Equity Partners as our major shareholders. Nexa's strategic investment in Tinka, and the co-investment by Buenaventura, is a strong endorsement of our globally significant Ayawilca zinc project and of Peru as an important long-term mining and investment jurisdiction. Nexa is a dominant player in the zinc business in Latin America, owning three mines and a smelting operation in central Peru in close proximity to Ayawilca. The Private Placement investment highlights the potential synergies of a successful mine development at Ayawilca for all parties concerned. We look forward to kicking-off our work programs at Ayawilca as soon as possible, including the commencement of a drill program which will target new high grade resources as well as increased measured and indicated resources."
The CEO of Nexa, Mr. Ignacio Rosado, stated: "In line with our strategy and believing on the promising fundamentals for zinc and its important role in the green economy, we are pleased to announce the increase of our equity interest in Tinka. Nexa has a unique position in Peru and Brazil and we believe the Ayawilca zinc project provides us a further option to grow, complementing our portfolio and allowing Nexa to secure its relevant position in the zinc market, adding value to all our stakeholders. As we previously disclosed, Ayawilca is one of the largest zinc projects in development in Peru with excellent development potential as well as resource expansion."
Upon closing of the Nexa Subscription, for so long as Nexa owns 5% or more of the outstanding shares of Tinka, on a partially-diluted basis, Nexa will have the right to nominate one individual to Tinka's board of directors. It is anticipated that Mr. Jones Belther, Nexa's Senior Vice President of Exploration and Technology, will serve as Nexa's nominee and join Tinka's Board on closing of the Private Placement. In the event that Nexa owns 20% or more of the outstanding shares of Tinka, on a partially-diluted basis, Nexa will have the right to nominate two individuals to Tinka's board. In addition, Nexa has been granted a pre-emptive right to maintain its percentage interest in the outstanding shares of Tinka, in connection with any future issuances of Tinka securities, subject to certain exclusions.
Participation by Buenaventura in the Private Placement 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 Insider's participation in the Private Placement in reliance of sections 5.5(b) and 5.7(a) of MI 61-101.
All securities issued in connection with the Private Placement will be subject to a statutory four-month hold period. The Private Placement is subject to certain conditions customary for transactions of this nature, including, but not limited to, the receipt of all necessary approvals, including the approval of the Exchange.
On behalf of the Board,
About Tinka Resources Limited
Tinka is an exploration and development company with its flagship property being the 100%-owned Ayawilca zinc-silver-tin project in central Peru. The Zinc Zone deposit has an estimated Indicated Mineral Resource of 19.0 Mt @ 7.15% Zn, 16.8 g/t Ag & 0.2% Pb and Inferred Mineral Resource of 47.9 Mt @ 5.4% Zn, 20.0 g/t Ag & 0.4% Pb (dated August 30, 2021 - see news release). The Ayawilca Tin Zone has an estimated Inferred Mineral Resource of 8.4 Mt grading 1.0% Sn. Tinka holds 46,000 hectares of mining claims in Central Peru, one of the largest holders of mining claims in the belt. Tinka is actively exploring for copper-gold skarn mineral deposits at its 100%-owned Silvia project. Dr. Graham Carman, a qualified person, Tinka's President and CEO and a Fellow of the Australasian Institute of Mining and Metallurgy has reviewed and verified the technical contents of this release.
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. 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: timing and successful completion of the Private Placement; timing of planned work programs and results varying from expectations; delay in obtaining results; 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 and operating performance; environmental and safety risks; the Company's expectations regarding the Ayawilca Project PEA; the political environment in which the Company operates continuing to support the development and operation of mining projects; risks related to negative publicity with respect to the Company or the mining industry in general; the threat associated with outbreaks of viruses and infectious diseases, including the novel COVID-19 virus; 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. Further information concerning risks and uncertainties associated with these forward-looking statements and our business can be found in our public disclosures filed under our profile on SEDAR (www.sedar.com)
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 news release.
SOURCE: Tinka Resources Ltd.
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