TintinaGold Closes Second Tranche of Private Placement With Two Subscribers for Gross Proceeds of Approximately $19.1 Million
Suite 1723 - 595 Burrard Street PO Box 49073 Vancouver, BC, Canada, V7X 1G4 Tel: (604) 628-1162 Fax: (604) 628-1163 Web: www.tintinagold.com Email: [email protected]
NEWS RELEASE March 22, 2011
NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
TintinaGold Closes Second Tranche of Private Placement With Two Subscribers for Gross Proceeds of Approximately $19.1 Million
Vancouver, B.C. Canada, March 22, 2011 – TintinaGold Resources Inc. (TSXV:TAU) (“TintinaGold” or the “Company”) announces that it has completed the second and final tranche of the non-brokered private placement of common shares previously announced in the Company's February 10, 2011 news release with two of the three subscribers.
Quantum Partners LP ("Quantum"), a private investment fund managed by Soros Fund Management LLC, Electrum Strategic Metals II LLC, an entity controlled by Electrum Strategic Metals LLC ("Electrum"), and one other subscriber entered into subscription agreements with the Company. On March 21, 2011, the Company completed the second tranche of the private placement with Quantum and Electrum Strategic Metals II LLC, issuing a total of 30,117,410 common shares for gross proceeds of approximately $19.1 million. The issuance of the remaining 393,701 common shares to the third subscriber is expected to be completed shortly which will complete the $35.75 Million Private Placement announced previously in the Company’s February 10, 2011 news release.
The Company issued 25,451,333 common shares to Quantum for proceeds of approximately $16.2 million in the second tranche. Quantum now holds, directly and indirectly, a total of 47,244,095 common shares which represents approximately 33.5% of the Company’s outstanding shares.
The Company issued 4,666,077 common shares to Electrum Strategic Metals II LLC for proceeds of approximately $3.0 million in the second tranche. Electrum now holds, directly and indirectly, a total of 35,120,945 common shares which represents approximately 24.9% of the Company’s outstanding shares. Electrum also holds warrants to purchase an additional 18,280,165 common shares.
The common shares issued to Quantum and Electrum Strategic Metals II LLC in this tranche of the private placement are subject to a hold period and may not be traded until July 22, 2011 pursuant to applicable Canadian securities laws and the policies of the TSX Venture Exchange.
The proceeds of the private placement will be allocated to fund on-going exploration, environmental baseline work and feasibility studies at the Company’s Sheep Creek property located in Montana, USA, and for general working capital.
About TintinaGold
TintinaGold is a growth company focused on the exploration and development of precious and base metal properties around the world. The Company's experienced Board of Directors and Management Team, having completed the verification drilling on the Sheep Creek coppercobalt massive sulfide property in Montana, U.S.A., are focused on additional exploration drilling and advancing the project towards production. The Company is also exploring an impressive portfolio of gold and base metal projects in Alaska, including the Colorado Creek gold project located in southwest Alaska in the same region as the 40 million ounce Donlin Creek project.
The growth and success of the Company comes from TintinaGold's experienced exploration team and its ability to forge collaborative relationships and partnerships with Native Alaskan and First Nations groups, local communities, major mining companies and regulators.
About Sheep Creek
The Sheep Creek deposit is located about 27 km north of White Sulphur Springs along a well maintained gravel road and within two miles of U.S. Highway 89. The Sheep Creek property consists of approximately 5,775 acres of fee simple lands and mining claims in central Montana. The property contains sediment-hosted zones of massive sulfide mineralization originally explored by Cominco American Inc. and BHP during the 1980’s and early 1990’s. Historical drilling encountered significant zones of strata-bound copper sulfide with cobalt in multiple bedded pyrite zones in the lower part of the Precambrian Belt Supergroup; this same stratigraphic unit hosts the Sullivan zinc-lead-silver deposit in southeastern B.C. The Company, in a remarkably short period of time, has been able to produce an Inferred Resource on the Upper Copper Zone (please see the Company's Press Release dated January 6, 2011).
This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the common shares in any jurisdiction in which such offer, solicitation or sale would be unlawful. The common shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or the securities laws of any state of the United States and may not be offered or sold within the United States or to, or for the account or the benefit of, any person in the United States unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to an exemption from such registration requirements.
ON BEHALF OF THE BOARD OF DIRECTORS
"LOUIS LEPRY”
_________________________________ Louis A. Lepry, Jr.
President & CEO
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Cautionary Note Regarding Forward-Looking Statements: Certain disclosure in this release, including statements regarding the use of proceeds a private placement, constitutes “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 and "forward-looking information" within the meaning of Canadian securities legislation. In making the forward-looking statements in this release, the Company has applied certain factors and assumptions that the Company believes are reasonable, including that that actual results of the Company's exploration activities will be consistent with those expected by management. However, the forward-looking statements in this release are subject to numerous risks, uncertainties and other factors relating to TintinaGold's operation as a mineral exploration company that may cause future results to differ materially from those expressed or implied in such forwardlooking statements. Such uncertainties and risks include, among others, actual results of the Company's exploration activities being different than those expected by management and delays in obtaining or inability to obtain required government or other regulatory approvals. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. Readers are cautioned not to place undue reliance on forward-looking statements. TintinaGold does not intend, and expressly disclaims any intention or obligation to, update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required by law.