Eurotin Inc.

May 19, 2010 17:26 ET

Eurotin Inc. Provides Update of Business Combination With Stannico Resources Inc.

TORONTO, ONTARIO--(Marketwire - May 19, 2010) - Eurotin Inc. ("Eurotin") (TSX VENTURE:ERT.P), a Capital Pool Company, is pleased to provide this update of the status of its proposed acquisition of Stannico Resources Inc. ("Stannico") as disclosed in Eurotin's press release dated September 21, 2009. As previously disclosed, Eurotin has entered into a letter of intent with 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 Andalucía 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 occurrences 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 properties.

Since early 2008 Stannico and MEE have raised approximately $1.5M in equity and convertible debt financing.

The Qualifying Transaction

Subject to regulatory approval, Eurotin will acquire all of the currently issued and outstanding securities of Stannico and issued and all outstanding loans held by third parties of MEE by issuing common shares and warrants of Eurotin to the security holders of Stannico and MEE. Specifically, Eurotin will issue one Eurotin common share in exchange for every one and one third outstanding Stannico common share and one Eurotin common share for every $0.10 of the outstanding amounts owing by way of loans by third parties to MEE. In addition, any outstanding warrants of Stannico will be exchanged on the basis of one Eurotin warrant for every one and one third Stannico warrants with the exercise prices of such Eurotin warrants being equal to 133% of the exercise price of the Stannico warrants.

Currently, the outstanding capital of Stannico consists of 18,510,460 common shares and 10,786,460 warrants to purchase common shares at exercise prices between $0.10 to $0.18 per share. In addition, MEE currently has loans outstanding in the principal amount of approximately $530,000. Consequently, based on the current outstanding capital of Stannico and MEE, at the closing of the Transaction Eurotin will issue 18,882,845 common shares and 8,089,845 warrants to purchase common shares at exercise prices between $0.13 to $0.24 per share.

The proposed Qualifying Transaction does not constitute a non-arm's length transaction, and as such, will not require approval by the shareholders of Eurotin.

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.

Research Capital Corporation has been retained as a sponsor in connection with the Transaction.

Board of Directors and other Insiders

The insiders of the resulting issuer immediately upon completion of the Qualifying Transaction will consist of Peter Miller, David Danziger, Francisco Fimbres and John Trapman.

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.

David Danziger is a senior partner at MSCM LLP, where he serves in both the audit function and as a compliance adviser to various public companies, as well as to private firms seeking to become public. Over the past two decades, he has served as a Director for a number of public companies listed on the TSX, TSXV and CNSX Exchanges and is currently Chairman of the Board of Cadillac Ventures Inc. and CEO and Chairman of the Board of Renforth Resources Inc.

Francisco Fimbres co-led the process design and construction management for the Aguas Tenidas copper/zinc mine in southern Spain. In 2009, he founded Mineral Dressing Solutions, a consulting firm providing engineering, process, and construction expertise for mining projects in North America.

John Trapman is a Director and shareholder of SiHold BV, a Low Latency trading company based in Amsterdam. In 2006 he combined his work in film and the financial markets and over a two year period helped facilitate over $270 million of film funding together with Grand Army Entertainment and Bank of America.

Cash Advances from Eurotin

Eurotin has advanced to Stannico by way of a secured loan an aggregate of $180,000. $25,000 was advanced in September 2009 and $155,000 will be advanced on or about June 4, 2010. The loans are non-interest bearing and payable on demand and are secured by all of the assets of Stannico including all of the outstanding shares of MEE.

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; (iii) completion of a definitive agreement setting forth the terms and conditions for the closing of the Transaction; and (iv) completion of due diligence satisfactory to each party.

Eurotin is currently in process of preparing a Filing Statement to be filed with the Exchange in connection with the Transaction.

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.

Research Capital Corporation, subject to completion of satisfactory due diligence, has agreed to act as sponsor in connection with the transaction. An agreement to sponsor should not be construed as any assurance with respect to the merits of the transaction or the likelihood of completion.

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