Tintina Resources (TAU-V) Aug 29, '14 investor to acquire 80 million units
Sandfire Resources NL, through its wholly owned subsidiary Sandfire B.C. Holdings Inc., has agreed to purchase 80 million units of Tintina Resources Inc. at a price of 20 cents per unit. The transaction is subject to customary closing conditions, including the approval of the TSX Venture Exchange.Each unit is composed of: (i) one common share in the capital of the issuer, and (ii) two individual quarters of a common share purchase warrant (the first quarter warrant being a quarter of a Class A warrant, and the second quarter warrant being a quarter of a Class B warrant), and one individual half of a common share purchase warrant.
Each whole Class A warrant is exercisable into one common share of the issuer for a period of 24 months from the closing date of the transaction at an exercise price of 28 cents per common share. Each whole Class B warrant is exercisable into one common share of the issuer for a period of 36 months from the closing date at an exercise price of 32 cents per common share. Each whole Class C warrant is exercisable into one common share of the issuer for a period of 60 months from the closing date at an exercise price of 40 cents per common share. The warrants are subject to early expiry in the event the volume-weighted average price of the issuer's common shares on the TSX Venture Exchange over 20 consecutive trading days is at least 120 per cent of the exercise price in the last three months prior to the natural expiry date of each class of warrants. Early expiry of any class of warrants causes all subsequent warrants to also expire.
Upon closing the transaction, Sandfire's ownership of the 80 million common shares underlying the units will represent approximately 36.0 per cent of the issued and outstanding shares of the issuer on a non-diluted basis (calculated as at the date of this press release). In the event Sandfire subsequently exercises all of its warrants, its ownership would increase to approximately 53.0 per cent of the issued and outstanding shares of the issuer on a non-diluted basis (calculated as at the date of this press release).
The securities acquired will be held for investment purposes. Sandfire may, depending on market and other conditions, increase or decrease its beneficial ownership of the issuer's securities, whether in the open market, by privately negotiated agreements or otherwise, subject to a number of factors, including general market conditions and other available investment and business opportunities.
This press release is issued pursuant to Multilateral Instrument 62-104, which also requires a report to be filed with the B.C. Securities Commission and the Alberta Securities Commission, containing additional information with respect to the foregoing matters.
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Aug 27, 2014 - NR
Sandfire Resources NL has agreed to purchase 80 million units of Tintina Resources Inc. at a price of 20 cents per unit for gross proceeds of $16-million.
Sandfire is an Australian Securities Exchange-listed company based in Perth, Australia, and the owner and operator of the DeGrussa copper-gold mine. The closing of the private placement will give Sandfire an initial 36-per-cent stake in the company. The funds raised will enable the company to continue work on a feasibility study and a mine operating permit application for the company's Black Butte copper project, Montana.
"We are pleased to welcome Sandfire to our roster of high-quality institutional shareholders. Sandfire is one of the most exciting emerging mid-tier copper-producing companies in the world. Their investment into Tintina demonstrates that they clearly recognize the quality of the asset and the level of investment necessary to advance the Black Butte project through feasibility and permitting. With their development and operating experience in bringing the highly successful DeGrussa mine into production, we believe they will add to the success of our development team already in place in Montana. This transaction brings a well-funded, mining-savvy operator to the Tintina team, which will be very beneficial to shareholders and all Montana stakeholders alike," stated Rick Van Nieuwenhuyse, chairman of the board.
The units will comprise 80 million common shares and the following warrants to purchase additional common shares:
- 20 million Class A warrants exercisable at 28 cents per share for a period of two years following closing;
- 20 million Class B warrants exercisable at 32 cents per share for a period of three years following closing;
- 40 million Class C warrants exercisable at 40 cents per share for a period of five years following closing.
If all the warrants are exercised, the total proceeds from the transaction would be approximately $44-million and Sandfire's interest would increase to 53 per cent on an undiluted basis, assuming no other shares are issued.
The warrants are subject to early expiry if, over 20 consecutive trading days in the last three months prior to the natural expiry date of each class of warrants, the volume-weighted average price of Tintina's shares on the TSX Venture Exchange is at least 120 per cent of the exercise price and Sandfire does not exercise the relevant class of warrants in full. Early expiry of any class of warrants causes all subsequent warrants to also expire.
The transaction is subject to the approval of the TSX-V and will require shareholder approval of Sandfire as a new control person. Tintina's existing strategic shareholders, Quantum Partners LP and Electrum Strategic Metals LLC, which together hold approximately 57.9 per cent of the currently outstanding shares, have agreed to vote for the completion of this transaction, and, accordingly, shareholder approval will be obtained by consent.
Following the closing of the transaction, the company will have cash on hand of approximately $18.5-million, with approximately 222 million shares outstanding.
As part of the transaction, Tintina will grant Sandfire the right to nominate the president and chief executive officer and two members of the Tintina board. At closing, Bruce Hooper, Sandfire's chief business development officer, will be appointed president and CEO and a director of Tintina on a secondment basis, in place of Gerald Booth, Tintina's interim CEO and a director, who was planning to retire. In addition, Sandfire will be granted the right to participate in future financings on a pro rata basis. These various investor rights will remain in place for as long as Sandfire's ownership in the company is 30 per cent or more on a non-diluted basis.
Jerry Zieg, vice-president of exploration, stated: "This investment by Sandfire is a very welcome development for our community and statewide in Montana. What a great opportunity for all of us to be a part of creating a new economic driver for central Montana. We welcome Sandfire's assistance and their exceptional technical and operational expertise. We are also pleased with their recognition and acceptance of maintaining the current Tintina management team as an integral part of the Black Butte project going forward. With Sandfire's financial and technical support, we can realize our vision of a 21st-century mining operation that fits well with our ranching community and protects the landscape and waterways we all value."
It is also expected that directors Ken Collison and Steven Khan will resign concurrently with the closing of the transaction, but will continue in a consulting capacity. Mr. Van Nieuwenhuyse will continue as a director and non-executive chairman. |
