Tintina and NSR Announce Execution of Business Combination Agreement

TORONTO, Oct. 16, 2019 (GLOBE NEWSWIRE) — Tintina Mines Limited (“Tintina”) (TSXV:TTS) and NSR Resources Inc. (“NSR”) are pleased to announce that they have entered into an agreement (the “Combination Agreement”) as of today’s date setting out the terms of transaction pursuant to which Tintina would acquire all of the outstanding common shares of NSR (the “NSR Shares”) not already owned by Tintina (the “Transaction”). Tintina and NSR had previously entered into a non-binding letter of intent with respect to the Transaction, as disclosed in a press release dated September 26, 2019.

Under the terms of the Combination Agreement, 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, as defined herein. Holders of options exercisable for 1,920,000 NSR Shares will be exchanged for options exercisable for Tintina Shares (the “Tintina Options”) on a one for one basis. The number of Tintina Options to be issued to the directors and officers of the Combined Entity, as defined herein, are as follows:

Director/Officer Number of Options Exercise Price Expiry Date
Juan Enrique Rassmuss R,
President & Chairman
1,000,000 $ 0.05 November 29, 2023
Eugenio Ferrari,
Chief Executive Officer and Director
500,000 $ 0.05 November 29, 2023
Carmelo Marrelli,
200,000 $ 0.05 November 29, 2023
Ricardo Landeta,
100,000 $ 0.05 November 29, 2023

The 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, which include the following individuals:  

Juan Enrique Rassmuss R is President and Chairman of the board of directors of Tintina and NSR, as well as President of CEMIN Holding Minero, a copper and gold producer in Chile, and a board member of Invercap and CAP (the leading iron ore and pellets producer on the American Pacific coast, the largest steel producer in Chile and a significant steel processing company). Mr. Rassmuss has more than 25 years of experience in managing and investing in exploration and mining businesses, mainly based in Chile, Peru and Canada. He received a degree as an industrial engineer from the Universidad Catolica (Chile).

Eugenio Ferrari is the Chief Executive Officer of Tintina and has been a director of Tintina since April 2017. He is also a Director of NSR. Mr. Ferrari is an economic geologist with more than 25 years of mineral exploration experience in the Americas, Central Asia and Australia. He has previously held senior positions in Angloamerican, WMC Resources and BHP Billiton, Votorantim Metais and Campañía Minera Milpo. In 2017 Mr. Ferrari became the Director of Exploration and Business Development at CEMIN. Mr. Ferrari received a Bachelor of Sciences Degree in Geology from the Universidad de Buenos Aires and an MBA degree from UOP, Arizona. He is fluent in Spanish, English and Portuguese.

Ricardo Landeta Poch is a director of Tintina since November 14, 2016 and a director of NSR since October 31, 2011. He has more than 20 years of experience in the mining industry and currently is the Chief Executive Officer of Up Grade Mining SpA, an engineering company specialized in mining projects and operation. He is also a commercial strategy advisor to Compañia Minera Cerro Dominador SA. Mr. Landeta received a Master of Arts in Economics from Boston University and graduated as Civil Engineer at Universidad of Chile.

Carmelo Marrelli has been a director of Tintina since July 2017. Mr. Marrelli is the principal of Marrelli Support Services Inc., a firm that has delivered accounting and regulatory compliance services to reporting issuers for over twenty years. In addition, Mr. Marrelli also controls DSA Corporate Services Inc., a firm providing corporate secretarial and regulatory filing services. Carmelo is a Chartered Professional Accountant (CPA, CA, CGA), and a member of the Institute of Chartered Secretaries and Administrators, a professional body that certifies corporate secretaries. He has a Bachelor of Commerce degree from the University of Toronto.

Jing Peng has been the Chief Financial Officer of Tintina since October 28, 2016. He is a senior employee of Marrelli Support Services Inc. and is a Canadian Chartered Professional Accountant with a Master of Management and Professional Accounting degree from the University of Toronto.  Before joining Marrelli Support Services Inc., Mr. Peng worked at a public accounting firm providing financial services primarily to junior exploration companies.

Strategic Rationale

The 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 (the “Combined Entity”). 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 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 61-101

The Transaction is 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 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 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 77.94% of the total number of Tintina Shares outstanding.

Combination Agreement

The Combination Agreement contains a number of 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 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.

The Combination Agreement provides for certain termination rights which may be exercised by either or both of the parties. Further, if the Transaction is not completed as a result of NSR determining to pursue an alternative transaction, NSR will be required to pay a break fee of $200,000 to Tintina.

The Combination Agreement also provides that Tintina will (i) use all cash received or controlled by it from NSR for activities in the ordinary course of business and ensure that no such funds are used to repay any interest or debts to Juan Enrique Rassmuss R and his affiliates, or to pay any salary or bonuses to Juan Enright Rassmuss R and his affiliates (however, such funds may be used to pay customary fees to Mr. Rassmuss in connection with his role as a director); and (ii) use best efforts to enter into an agreement with Mr. Rassmuss prior to the Transaction being effected, evidencing that all current liabilities and any interest thereon owed to Mr. Rassmuss and his affiliates in Tintina will be postponed for a period of three years.

Tintina and NSR are committed to consummating the Transaction and expect to issue press releases containing further information about the Transaction in the near future. There can be no assurances that the Transaction will result, or as to the final definitive terms thereof.  

About Tintina

Tintina 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 NSR

NSR 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
Toronto, Ontario 
M5C 1P1
Phone: (416) 848-9888
Email: jpeng@marrellisupport.ca

NSR Resources Inc.
Mrs. Cindy Davis, CPA, CA
82 Richmond Street East
Toronto, Ontario 
M5C 1P1
Phone: (647) 977-1642
Email: cdavis@marrellisupport.ca

Forward-looking Statements

This 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 Transaction will be consummated on the terms and timeline provided herein or at all, the benefits of the 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 ability of the Tintina and NSR to fulfill the terms of the Combination Agreement and complete the Transaction (ii) the impact on the respective businesses, operations and financial condition of Tintina and NSR resulting from the announcement of the Transaction and/or the failure to complete the Transaction on terms described or at all, (iii) a third party competing bid materializing prior to the completion of the Transaction, (iv) delay or failure to receive board, shareholder regulatory or court approvals, where applicable, or any other conditions precedent to the completion of the Transaction, (v) unforeseen challenges in integrating the businesses of Tintina and NSR, (vi) failure to realize the anticipated benefits of the Transaction, (vii) 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. 

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