Tinka Resources Limited (TSX-V:TK) (BVL: TK) (OTCPK: TKRFF) is pleased to announce the closing of the strategic private placement financing announced on December 19, 2019. Under the Private Placement, the Company has issued 65,843,620 common shares of the Company to Compañia de Minas Buenaventura SAA at a price of C$0.243 per Common Share for gross proceeds to Tinka of C$16 million. As a result of the closing of the Private Placement, Buenaventura has become a new insider of Tinka holding approximately 19.3% of the outstanding common shares of the Company on a non-diluted basis.
Sentient Global Resources Fund IV, LP an Insider of the Company, exercised its pre-existing participation rights in respect of the Private Placement. As a result, Sentient IV subscribed for 10,288,066 Common Shares in the Private Placement at the Issue Price for additional gross proceeds to Tinka of C$2.5 million. Pursuant to the closing of the Private Placement, Sentient IV holds an aggregate of 74,036,831 common shares of Tinka or approximately 21.7% of the Company’s outstanding common shares, and approximately 22.5% on a partially-diluted basis assuming only Sentient IV warrants are exercised.
The Common Shares issued under the Buenaventura Subscription have a twenty-four-month equity lock-up expiring on January 14, 2022 as well as certain customary standstill provisions. The Common Shares issued pursuant to the Private Placement are subject to a four-month hold period pursuant to Canadian securities laws expiring on May 14, 2020. The Private Placement is subject to final acceptance from the TSX Venture Exchange.
The net proceeds from the Private Placement will be used for development of the Company’s Ayawilca Project, further exploration, and for working capital and general corporate purposes. No finder’s fees or commissions were paid on the Private Placement.
It is anticipated that Mr. Raul Benavides will join the Board of Tinka as Buenaventura’s director-nominee at Tinka’s upcoming Annual General Meeting of Shareholders (AGM) to be held on Thursday, February 27, 2020, in Vancouver.
The President and CEO of Tinka, Dr. Graham Carman, stated: “We are very pleased to close the C$18.5 million private placement financing and welcome again Buenaventura as a strategic investor of Tinka, and also note the continuing strong support of Sentient. We look forward to advancing our Ayawilca project in 2020 with additional resource definition and exploration drilling, and project development. We also look forward to Mr. Raul Benavides joining our board of directors at our upcoming AGM in February.”
Participation by Sentient IV in the Private Placement is considered a “related party transaction” pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions. 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.
The securities offered have not been, and will not be, registered under the United States 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, U.S. persons 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 does not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor in any other jurisdiction.
About Tinka Resources Limited
Tinka is an exploration and development company with its flagship property being the 100%-owned Ayawilca carbonate replacement deposit (CRD) located in the zinc-lead-silver belt of central Peru, 200 kilometres northeast of Lima. The Ayawilca Zinc Zone contains 11.7 Mt of Indicated Resources grading 6.9% zinc, 0.2% lead, 15 g/t silver and 84 g/t indium and 45.0 Mt Inferred Resources grading 5.6% zinc, 0.2% lead, 17 g/t silver and 67 g/t indium. A Preliminary Economic Assessment for the Ayawilca Zinc Zone was released on July 2, 2019 (see release). The Qualified Person, Dr. Graham Carman, 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.
About Compañia de Minas Buenaventura SAA
Buenaventura is a Peruvian precious and base metals producer with over 66 years of experience in exploration, development, construction and mining operations. Currently the company operates several mines, both underground and open pit, and has an important participation in Minera Yanacocha SRL, a world-class gold deposit in the Cajamarca region and Sociedad Minera Cerro Verde S.A.A, a world-class copper mine in the Arequipa region of Peru. Buenaventura is the first Latin American mining company to list on the New York Stock Exchange, starting in 1996, and currently trades on the NY and Lima stock exchanges.
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We acknowledge the [financial] support of the Government of Canada.