Tintina and NSR Announce Non-Binding Letter of Intent for Business Combination of NSR by Tintina
TORONTO, Sept. 26, 2019 (GLOBE NEWSWIRE) — Tintina Mines Limited (“Tintina”) and NSR Resources Inc. (“NSR”) are pleased to announce that they have entered into a non-binding letter of intent (the “LOI”) contemplating the business combination by Tintina of all of the outstanding common shares of NSR (the “NSR Shares”) not already owned by Tintina (the “Proposed Transaction”).
Under the terms of the LOI, all of the issued and outstanding NSR Shares (other than NSR Shares held by Tintina) will be exchanged on the basis of 0.729756389 common shares of Tintina (each whole share, a “Tintina Share”) for each NSR Share (the “Exchange Ratio”). It is anticipated that approximately 19,578,000 Tintina Shares will be issued to the shareholders of NSR representing approximately 43% of the combined entity. The Proposed Transaction will be completed by way of a three-cornered amalgamation with a new subsidiary of Tintina. Following completion of the Transaction, it is expected that NSR will be a private company that is a wholly-owned subsidiary of Tintina. The parties expect that the directors and officers of the new entity will be the same as the current directors and officers of Tintina.Strategic RationaleThe Proposed Transaction would result in a combined entity that will hold viable mining properties currently held by Tintina, as well as financial resources currently held by NSR, together in one publicly-traded company. NSR shareholders will also receive greater liquidity as a result of holding freely-tradable shares in a TSX Venture Exchange listed company.Eugenio Ferrari, CEO and Director of Tintina and NSR stated: “The Proposed Transaction gives rise to various strategic and operational synergies that are anticipated to lead to value creation for the shareholders of both companies, including exploration upside potential at Tintina’s Red Mountain and Watson Lake Project properties.”MI 61-101The Proposed Transaction would be considered a “business combination” for NSR pursuant to Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions, as Juan Enrique Rassmuss R, a director of each of Tintina and NSR, currently owns 35.7% of the outstanding NSR Shares and Tintina currently owns 1.1% of the outstanding NSR Shares (both on a non-diluted basis). The board of directors of each of Tintina and NSR have formed committees of independent directors to consider and evaluate the Proposed Transaction, and each of Tintina and NSR will be seeking disinterested shareholder approval for the Transaction. Further, while the parties are exempt from the formal valuation requirements, Richter Advisory Group Inc. (“Richter”) is acting as financial advisor to the board of directors of NSR and has prepared a valuation of NSR in connection with the Proposed Transaction. The Exchange Ratio was determined based in part on the valuation. Mr. Juan Enrique Rassmuss R currently owns 20,359,941 Tintina Shares representing approximately 79.7% of the total number of Tintina Shares outstanding.LOI Conditions and Steps to Definitive AgreementThe Proposed Transaction is subject to a range of conditions including, but not limited to, Tintina and NSR entering into one or more binding definitive agreements containing customary terms and conditions, including representations and warranties customary in a transaction of this nature. In the event that the definitive agreement(s) is entered into between the parties, and subject to the final transaction structure, the closing of the Proposed Transaction will be subject to additional conditions including, but not limited to, the receipt of all required approvals, including the approval of the TSXV, the requisite approval by the shareholders of NSR (on a disinterested basis) at a special meeting of NSR shareholders to be held on November 27, 2018, and the approval of the board of directors of each of Tintina and NSR.Tintina and NSR are committed to consummating the Proposed Transaction and expect to issue press releases containing further information about the Proposed Transaction in the near future. However, there is no obligation on the part of either Tintina or NSR to consummate the Proposed Transaction or to enter into a definitive agreement. There can be no assurances that the Proposed Transaction will result, or as to the final definitive terms thereof. About TintinaTintina is a Canadian-based company with over twenty years of experience in the junior mining industry. Tintina currently owns two main properties, both of which are located in Yukon. The common shares of Tintina are listed for trading on the TSXV under the symbol “TTS”.About NSRNSR is a Canadian-based gold and mineral mining company. In March 2019, NSR sold substantially all of its assets, being 13 mining claims in Fourniere Township, Quebec, for consideration of US$5,000,000 and a 2% net smelter royalty right over its former property. As at June 30, 2019, NSR’s cash balance was $828,174. For further information, please contact:Tintina Mines Limited
Mr. Jing Peng
82 Richmond Street East
Phone: (416) 848-9888
Email: firstname.lastname@example.orgNSR Resources Inc.
Mrs. Cindy Davis, CPA, CA
82 Richmond Street East
Phone: (647) 977-1642
Email: email@example.comForward-looking StatementsThis press release contains forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and assumptions and accordingly, actual results and future events could differ materially from those expressed or implied in such statements. You are hence cautioned not to place undue reliance on forward-looking statements. All statements other than statements of present or historical fact are forward-looking statements, including statements with respect to the LOI and the likelihood that the definitive agreement(s) will be entered into and that the Proposed Transaction will be consummated on the terms and timeline provided herein or at all, the benefits of the Proposed Transaction to Tintina and NSR and the receipt of all required approvals including without limitation the shareholders of NSR and applicable stock exchanges. Forward-looking statements include words or expressions such as “proposed”, “will”, “subject to”, “near future”, “in the event”, “would”, “expect”, “prepared to” and other similar words or expressions. Factors that could cause future results or events to differ materially from current expectations expressed or implied by the forward-looking statements include general business, economic, competitive, political and social uncertainties; the state of capital markets; risks relating to (i) the preliminary and non-binding nature of the LOI, (ii) the ability of the parties to satisfy the conditions precedent to the execution of any definitive agreement(s) or to ultimately agree on definitive terms, (iii) the impact on the respective businesses, operations and financial condition of Tintina and NSR resulting from the announcement of the Proposed Transaction and/or the failure to enter into definitive agreement(s) or to complete the Proposed Transaction on terms described or at all, (iv) a third party competing bid materializing prior to the effective date of any definitive agreement(s) or the completion of the Proposed Transaction, (v) delay or failure to receive board, shareholder regulatory or court approvals, where applicable, or any other conditions precedent to the completion of the Proposed Transaction, (vi) unforeseen challenges in integrating the businesses of Tintina and NSR, (vii) failure to realize the anticipated benefits of the Proposed Transaction, (viii) other unforeseen events, developments, or factors causing any of the aforesaid expectations, assumptions, and other factors ultimately being inaccurate or irrelevant; and other risks described in Tintina’s and NSR’s documents filed with Canadian securities regulatory authorities. You can find further information with respect to these and other risks in filings made with the Canadian securities regulatory authorities and available at www.sedar.com. We disclaim any obligation to update or revise these forward-looking statements, except as required by applicable law.Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this press release.