Tintina Announces Closing of Investment in Chile and Debt Reorganization

TORONTO, Aug. 14, 2024 (GLOBE NEWSWIRE) -- Tintina Mines Limited (“Tintina” or the “Company”) (TSXV: TTS) is pleased to announce the completion of two related transactions, both of which received the approval of the shareholders of the Company at a shareholders’ meeting held on June 26, 2024: (i) an investment in Andean Belt Resources SpA (“ABR”), a mining exploration company incorporated under the laws of Chile, to acquire a 73,75% equity ownership interest in ABR for cash consideration in the amount of $4,000,000 (USD); and (ii) a proposed reorganization of the Company’s existing debt (currently in the amount of $12,071,484.57 (CAD)) with its shareholder and sole creditor, Mr. Juan Enrique Rassmuss through: (a) the issuance of 126,191,416 common shares in the capital of the Company (on a post-consolidation basis, as described below) at an issuance price of $0.06 per common share in satisfaction of up to $7,571,484.57 of outstanding debt; and (b) the conversion of the remaining debt in the amount of $4,500,000 into a long-term obligation with no fixed maturity, bearing interest at a rate of 7% per annum and payable on demand, subject to the condition that Mr. Rassmuss may not demand repayment for a period of two years. Both of these transactions are related party transactions and are also described in the press releases of the Company dated February 6, 2024 and June 17, 2024.

On August 13, 2024, the Company also completed a consolidation of its issued and outstanding common shares on the basis of a ratio of one post-consolidation share to every two pre-consolidation shares.

Following the issuance of the common shares to Mr. Rassmuss in connection with the debt restructuring, based on his current shareholdings as of the date hereof, Mr. Rassmuss holds an aggregate of 133,114,837 common shares, representing 89.25% of the issued and outstanding common shares (on a post-consolidation basis).

Each of (i) the acquisition in ABR and (ii) the debt restructuring described above were “related party transactions” under the policies of the TSX Venture Exchange and Multilateral Instrument 61-101 Protection of Minority Securityholders in Special Transactions due to the involvement of Mr. Juan Enrique Rassmuss in each transaction. Mr. Rassmuss is the President and Chairman and a director of the Company, and, prior to the transactions, held approximately 30% of the issued and outstanding common shares of the Company. With respect to the investment into ABR, the local ownership entity for the ABR properties is affiliated with the Rassmuss Group of Companies, a diversified conglomerate with over 50 years of experience operating across various industries, including mining, oil and gas, energy, metallurgy, and real estate in South America. Juan Enrique Rassmuss is the President and CEO of the Rassmuss Group.