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VANCOUVER, Jan. 13, 2020 /CNW/ - Tinka Resources Limited ("Tinka" or the "Company") (TSXV & 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 (the "Common Shares") to Compañia de Minas Buenaventura SAA ("Buenaventura") at a price of C$0.243 per Common Share (the "Issue Price") for gross proceeds to Tinka of C$16 million (the "Buenaventura Subscription", and collectively with the Sentient Subscription described below, the "Private Placement"). 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 ("Sentient IV"), 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 (the "Sentient Subscription") 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 ("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.
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.
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. 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, drilling results, the use of proceeds from the Private Placement, the appointment of Buenaventura's director-nominee at the next annual general meeting of the Company, final acceptance of the Private Placement from the TSX Venture Exchange, the Company's expectations regarding the Ayawilca Project PEA, 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 news release
SOURCE Tinka Resources Limited
For further information: Investor Information: www.tinkaresources.com; Rob Bruggeman, 1.416.884.3556, [email protected]; Company Contact: Mariana Bermudez, 1.604.699.0202, [email protected]