Eurotin Inc.

September 21, 2009 12:42 ET

Eurotin Inc. Announces Letter of Intent to Complete a Business Combination With Stannico Resources Inc.

TORONTO, ONTARIO--(Marketwire - Sept. 21, 2009) – Eurotin Inc. ("Eurotin") (TSX VENTURE:ERT.P), a Capital Pool Company, is pleased to announce that on September 18, 2009 it entered into a letter of intent with Stannico Resources Inc. ("Stannico"), to complete a business combination (the "Transaction") whereby all of the issued and outstanding securities of Stannico and all of the outstanding securities held by third parties of Stannico's subsidiary, Minas de Estano de Espana ("MEE"), will be exchanged for securities of Eurotin. The Transaction is intended to constitute the Qualifying Transaction of Eurotin as such term is defined in Policy 2.4 of the Corporate Finance Manual of the TSX Venture Exchange (the "Exchange").

About Stannico

Stannico is a private Ontario corporation with a registered head office in Toronto, Ontario. Stannico is a company currently focused on exploration for base metals. In particular, Stannico is currently exploring for tin in the Andalucia region of southern Spain through MEE, a Spanish private subsidiary company. Stannico is also exploring for tin in the Region of Extremadura in central Spain, where it holds the right to acquire an 85% interest in certain properties MEE holds the right to acquire 96% of the mineral rights of 23.4 square kilometres known as the Oropesa property (the "Property"), located in Cordoba Province in the Region of Andalucia in southern Spain. The Property consists of a single land block and is host to the Oropesa tin deposit and the La Grana tin occurrence which were discovered in the 1980s, and partially delineated between 1982 and 1990 by IGME, a Spanish government agency. No work has been done on The Property since 1990. Since early 2008, Stannico has been undertaking a program of re-interpreting previous work and conducting surface exploration, principally on the La Grana property, where surface grab samples have yielded values of up to 41.7% tin.

The controlling shareholders of Stannico are Peter Miller of London, England and Norman Brewster of Toronto, Ontario.

Peter M. Miller is the President and CEO of MEE and Stannico. He previously served as President and CEO of Iberian Minerals Corp. from 2001 to 2008. Mr. Miller also served as Chairman and Secretary of Simberi Mining Corporation (formerly Simberi Gold Corp.). In 1996, he joined KWG Resources Inc., as its President and in 1997 was appointed Chairman of Icelandic Gold Corp. Mr. Miller holds a BSc. (Geology) from King's College London and an MBA from the University of the Witwatersrand, South Africa. Mr. Miller is also a C.Sci, a professional member of Britain's IOMM (the Institute of Materials, Minerals and Mining), the equivalent of Canada's P.Geol.

Norman Brewster serves as the Chairman of the board of directors of Iberian Minerals Corp and previously served as the Vice-President of Iberian upon joining the company in 2002. Mr. Brewster also serves as President and Chief Executive Officer of Cadillac Ventures Inc., a publicly traded mineral exploration company. Mr. Brewster is a professional geologist and has held directorships of numerous private and public companies. Mr. Brewster holds a B.Sc. and a B.Ed. from Acadia University. He is also a P. Geo with the Association of Geoscientists.

The Qualifying Transaction

Subject to regulatory approval, Eurotin will acquire all of the currently issued and outstanding securities of Stannico and issued and outstanding securities held by third parties of MEE by issuing corresponding securities of Eurotin to the security holders of Stannico and MEE, at deemed issuance prices and exchange ratios to be determined amongst the parties.

The proposed Qualifying Transaction constitutes an arm's length transaction, and as such, will not require approval by the shareholders of Eurotin. Michael Bayback and Paul Pathak, both insiders of Eurotin, have previously advanced funds to Stannico and it is anticipated that those advanced funds will be converted into securities of Stannico prior to the completion of the Transaction. Upon conversion, it is anticipated that each of Messrs. Bayback and Pathak will hold less than 5% of the outstanding securities of Stannico.

Concurrently with the closing of the Qualifying Transaction, a private placement (the "Private Placement") will be completed (with gross proceeds to be determined). Standard fees and commissions are anticipated to be paid in connection with the Private Placement, and the net proceeds of this issuance will be used for further exploration of the Property.

The Transaction is conditional upon, among other things: (i) receiving all necessary regulatory and third party approvals and authorizations; (ii) completion of the Private Placement; (ii) the Corporation lending funds to Stannico as permitted by the policies of the Exchange; (iv) completion of a definitive agreement setting forth the terms and conditions for the closing of the Transaction; and (v) completion of due diligence satisfactory to each party.

The Board of Directors of the resulting issuer immediately upon completion of the Qualifying Transaction will be determined upon agreement of the parties.

Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance. There can be no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

Contact Information

  • Eurotin Inc.
    David Danziger
    President and CEO
    (416) 626-6000