Mr. Andrew Carter of Tinka reports

TINKA TO ACQUIRE DARWIN; ARRANGES $4.54 MILLION FINANCING

Tinka Resources Ltd. and Darwin Resources Corp. have entered into a binding term sheet, whereby Tinka has agreed to acquire, through a statutory plan of arrangement, all of the outstanding shares of Darwin. Under the terms of the arrangement, Darwin shareholders will receive one Tinka common share for each five and one-half Darwin common shares, resulting in the issuance of 6,131,725 Tinka shares in exchange for 33,724,488 Darwin shares. The offer values Darwin at 6.6 cents per Darwin share, based on Tinka's April 11, 2014, closing price on the TSX Venture Exchange of 36.5 cents.

As part of the arrangement, Tinka will undertake a private placement of up to 16,509,090 units of Tinka at a price of 27.5 cents per unit for gross proceeds of up to $4.54-million. Each unit will comprise one Tinka share and one-half of one share purchase warrant, with each whole warrant exercisable to acquire an additional Tinka share at a price of 36.5 cents for a period of 24 months. Sentient Global Resources Fund IV LP has agreed, subject to certain conditions, to subscribe for 12,872,727 units under the private placement.

Andrew Carter and Dr. Graham Carman, president and chief executive officer of Tinka and Darwin, respectively, jointly stated: "We believe this transaction will be a good outcome for the shareholders of both Tinka and Darwin and has our combined support. The acquisition of Darwin comes with funding for Tinka so it can continue with its drill program at the Ayawilca and Colquipucro projects in Peru. It also brings to the Tinka share register a strong institutional shareholder in the Sentient group, an independent private equity investment firm specializing in the global resources industry, and new management with a track record in advanced zinc projects in Peru. Darwin shareholders will gain exposure to Tinka's highly prospective Ayawilca zinc project, along with an inferred silver resource at Colquipucro, both of which we believe have strong growth potential."

Terms of agreement

• Darwin shareholders will receive one Tinka share for each five and one-half Darwin shares held.
• All outstanding Darwin options and warrants will be adjusted and exchanged in accordance with the same exchange ratio.
• Upon closing of the arrangement, Dr. Graham Carman, president and chief executive officer of Darwin, will be appointed president and chief executive officer and a director of Tinka.
• Closing of the arrangement and private placement is expected to occur approximately 10 days after receipt of Darwin shareholder approval.
• Tinka will receive up to $4.54-million in private placement proceeds.
• Tinka will gain access to Darwin's mineral exploration portfolio located in Peru.
• Darwin shareholders gain exposure to Tinka's Ayawilca and Colquipucro zinc, silver, copper and lead projects.

The parties will negotiate in good faith and enter into definitive agreements relating to the arrangement and private placement.

The arrangement will be subject to standard closing conditions for a transaction of this nature including, without limitation, receipt of all required shareholder, court and regulatory approvals by July 31, 2014.

The agreement may be terminated by written agreement of Sentient, Darwin and Tinka, by Sentient upon written notice to Darwin or Tinka, or by any party if closing has not occurred by Sept. 15, 2014.

The private placement

Under the terms of the private placement, Sentient has agreed, subject to certain conditions, to purchase 12,872,727 units. Within 10 days from the date hereof, Sentient will purchase 1,818,182 units for total gross proceeds of approximately $500,000 (collectively, the first-tranche units). Contemporaneously with the closing, Sentient will purchase an additional 11,054,545 units for total gross proceeds of approximately $3.04-million (the second-tranche units). An establishment fee equal to 5 per cent of the total subscription price of the first-tranche units and the second-tranche units will be paid by Tinka to Sentient by issuing an additional 643,636 units. Up to 3,636,363 units for total gross proceeds of approximately $1-million may be purchased by subscribers identified by Darwin (the president's list subscribers).

Sentient and its affiliates currently hold 10,112,032 Darwin shares and share purchase warrants entitling Sentient to acquire up to 3.4 million Darwin shares. Sentient has agreed to cancel its Darwin warrants as part of the arrangement. Accordingly, upon closing of the arrangement and the private placement, Sentient will hold 15,354,915 Tinka shares and 6,758,182 warrants to acquire 6,758,182 Tinka shares, representing approximately 19.98 per cent of the Tinka shares outstanding on completion of the arrangement, assuming full exercise of the Sentient warrants.

Upon closing, for so long as Sentient owns 5 per cent or more of the outstanding Tinka shares (on a diluted basis), Sentient will have the right to nominate one individual to the Tinka board of directors. In the event that Sentient owns 20 per cent or more of the outstanding Tinka shares (on a diluted basis), Sentient will have the right to nominate two individuals to the Tinka board.

Sentient will be granted a pre-emptive right to maintain its diluted percentage interest in the outstanding Tinka shares in connection with any future issuances of Tinka securities other than in connection with Tinka securities issued pursuant to Tinka's employee stock option plan or any convertible securities of Tinka outstanding as at the date hereof or contemplated under the private placement.

The obligation of Sentient to proceed with the private placement is subject to Sentient being satisfied, in its sole discretion, with its due diligence review of Tinka, anticipated to be completed on or before May 30, 2014.

Tinka will use the proceeds from the private placement as follows: (i) the proceeds from the first-tranche units will be to provide interim working capital for Tinka; and (ii) the proceeds from the second-tranche units and the president's list subscribers will be used for conducting exploration and resource development work on the Ayawilca Colquipucro project and the combined Tinka/Darwin exploration portfolio, and for general working capital purposes.

Tinka has agreed for a period of six months following closing of the private placement, that it will not, without the written consent of Sentient, offer: (i) Tinka common shares or units at a price that is less than 27.5 cents; or (ii) share purchase warrants that are exercisable into Tinka shares at a price that is less than 36.5 cents per share.

Additional information

Darwin will hold a shareholder meeting to consider and approve the arrangement. The terms of the arrangement will be described in further detail in the management information circular of Darwin to be filed with regulatory authorities and mailed to Darwin shareholders in accordance with applicable securities laws.

Darwin securityholders and other interested parties are advised to read the materials relating to the proposed arrangement that will be filed by Darwin with securities regulatory authorities in Canada when they become available. Anyone may obtain copies of these documents when available free of charge at SEDAR.

This announcement is for informational purposes only and does not constitute an offer to purchase, a solicitation of an offer to sell the shares or a solicitation of a proxy.

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