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Tinka Resources Ltd
Symbol TK
Shares Issued 244,913,669
Close 2018-04-23 C$ 0.50
Market Cap C$ 122,456,835
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Tinka closes $2.4-million second placement tranche

2018-04-24 09:20 ET - News Release

Dr. Graham Carman reports

TINKA ANNOUNCES SIGNING OF SUBSCRIPTION AGREEMENTS FOR SECOND TRANCHE PRIVATE PLACEMENT FINANCING OF C$2.4 MILLION

Tinka Resources Ltd. has entered into subscription agreements with each of International Finance Corp., a member of the World Bank Group, and Sentient Global Resources Fund IV LP, both insiders of the company, in connection with the second tranche of its previously announced non-brokered private placement financing of units of the company. Under the second tranche, the company proposes to issue 5.02 million units at an issue price of 48 cents per unit for gross proceeds to the company of $2,409,600.

The second tranche was necessary to accommodate IFC and Sentient IV exercising their pre-emptive rights as a result of the company's public offering of units which closed on April 4, 2018, and the first tranche of the placement that closed on April 6, 2018. In aggregate, the bought deal, first tranche and second tranche comprise a total of 33,832,284 units for gross proceeds of $16,239,496.

Under the terms of the subscription agreement with IFC, IFC has agreed to acquire, subject to certain conditions, 3,950,000 units at the issue price, for gross proceeds to the company of $1,896,000. Upon closing of the second tranche, IFC will control over 29,895,754 common shares, or approximately 11.5 per cent of the issued and outstanding common shares of Tinka, and 13.2 per cent assuming the exercise of all of IFC's 9,823,837 warrants on a fully diluted basis.

Under the terms of the subscription agreement with Sentient IV, Sentient IV (which also participated in the first tranche) has agreed to acquire, subject to certain conditions, an additional 1.07 million units under the second tranche for gross proceeds to the company under the second tranche of $513,600, to maintain its pro rata share ownership interest in the company. As a result, upon closing of the second tranche, Sentient IV will control more than 63,748,765 common shares of the company, or approximately 24.7 per cent of the issued and outstanding common shares of the company, and 23.8 per cent assuming exercise of all of Sentient IV's warrants on a fully diluted basis.

The company plans to use the net proceeds from the second tranche of the placement to finance exploration expenditures at the company's Ayawilca project in Peru, as well as for other corporate purposes and general working capital. No commissions or finders' fees will be paid by Tinka in connection with the closing of the second tranche.

Subject to the completion of customary conditions precedent for financings such as these, the closing of the second tranche is scheduled to close on or about Friday, April 27, 2018.

Participation by insiders of the company in the offering is considered a related-party transaction pursuant to Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions. The company is exempt from the requirements to obtain a formal valuation or minority shareholder approval in connection with the insiders' participation in the offering in reliance on sections 5.5 (b) and 5.7 (a) of MI 61-101.

All securities issued pursuant to the second tranche are subject to a four-month hold period from the date of closing of the second tranche.

About Tinka Resources Ltd.

Tinka Resources is an exploration and development company with its flagship property being the 100-per-cent-owned Ayawilca carbonate replacement deposit (CRD) in the zinc-lead-silver belt of central Peru, 200 kilometres northeast of Lima. The Ayawilca zinc zone has an inferred mineral resource of 42.7 million tonnes at 6.0 per cent zinc, 0.2 per cent lead, 17 grams per tonne silver and 79 g/t indium, and a tin zone inferred mineral resource of 10.5 million tonnes at 0.6 per cent tin, 0.2 per cent copper and 12 g/t silver (November, 2017).

The scientific and technical disclosure in this news release has been reviewed by Dr. Graham Carman, president and chief executive officer of the company, who is a qualified person as defined by National Instrument 43-101 -- Standards of Disclosure for Mineral Projects.

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