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Tintina Mines Limited Provides Supplemental Disclosure Regarding Proposed Transaction with NSR Resources Inc.
TORONTO, Nov. 19, 2019 (GLOBE NEWSWIRE) -- Tintina Mines Limited (“Tintina” or the “Corporation”) (TSXV:TTS) wishes to provide supplemental disclosure to Tintin
About this update from Tintina Mines Limited
[{"type":"text","content":" TORONTO, Nov. 19, 2019 (GLOBE NEWSWIRE) -- Tintina Mines Limited (“Tintina” or the “Corporation”) (TSXV:TTS) wishes to provide supplemental disclosure to Tintina’s management information circular dated October 18, 2019 (the “Circular”) in respect of the Annual and Special Meeting of the Shareholders of the Corporation to be held at 10:00 AM (EST) on November 27, 2019. The supplemental disclosure will deal specifically with the proposed transaction (the “Transaction”) with NSR Resources Inc. (“NSR”), focusing on (i) the formation of the special committees for each of the entities involved in the Transaction, (ii) the calculation of the premium to the valuation of NSR, and (iii) the background to the Transaction. This news release should be read in conjunction with the Circular as a whole. Capitalized terms not otherwise defined herein have the meanings ascribed to such terms in the Circular. Formation of the Special Committee Given the potential conflict of interest arising from the fact that the directors and officers of each of Tintina and NSR Resources Inc. (“NSR”) are the same individuals, each of the entities attempted to adopt a process that addressed this concern to the extent possible. Each entity took the following steps to reduce the conflict of interest associated with the Transaction: On August 12, 2019, the boards of directors of each entity formed a special committee (each, a “Special Committee”) with the objective to have each Special Committee advise its respective entity on the Transaction and potential alternatives to the Transaction. The Special Committee of each entity was comprised on the same individuals, being Messrs. Carmelo Marrelli and Ricardo Landeta, because they were the only independent directors of each entity. In an effort to mitigate this conflict of interest, a determination was made that the Chairman of each Special Committee should be different. Thus, Mr. Carmelo Marrelli acted as the Chairman of the Special Committee of Tintina and Mr. Ricardo Landeta acted as the Chairman of the Special Committee of NSR. The Chairman of each committee was tasked with taking a lead role in the process for its respective entity in terms of dealing with external parties. Calculation of the Premium to Valuation Following receipt of the valuation report from Richter Advisory Group LLP, Tintina’s Special Committee...