TintinaGold Resources Inc.

TintinaGold Resources Inc.

February 10, 2011 13:19 ET

TintinaGold Announces Plans for $35.75 Million Private Placement

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Feb. 10, 2011) -


TintinaGold Resources Inc. (TSX VENTURE:TAU) ("TintinaGold" or the "Company") announces that it has signed agreements to carry out a non-brokered private placement of up to 56,299,213 common shares at a price of $0.635 per share for gross proceeds to the Company of up to $35,750,000 (the "Offering").

As part of the Offering, the Company expects to issue 47,244,094 common shares to Quantum Partners LP ("Quantum"), a private investment fund managed by Soros Fund Management LLC, for proceeds of $30 million. Following completion of the Offering, it is expected that Quantum will hold approximately 33.8% of the Company's outstanding shares. Pursuant to the policies of the TSX Venture Exchange (the "Exchange"), the Company will seek the approval of this transaction at the annual and special general meeting of its shareholders scheduled for March 15, 2011. Certain directors, officers and shareholders of TintinaGold holding an aggregate of 34,722,590 common shares of the Company have agreed to vote their shares in favour of the resolution approving the transaction.

As part of the Offering, the Company also expects to issue 8,661,417 common shares to Electrum Strategic Metals II LLC ("Electrum"). Electrum is controlled by Electrum Strategic Metals LLC which currently holds, directly and indirectly, a total of 26,459,528 common shares, representing approximately 31.6% of the Company's outstanding shares as well as warrants to purchase an additional 18,280,165 common shares of the Company. 

The Offering remains subject to acceptance of the Exchange and the approval of the Company's shareholders. The proceeds of the Offering 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.

Raj Chowdhry, the Company's President and Chief Executive Officer said: "We are excited to maintain the support of investors of the caliber of Quantum and Electrum, and the funds raised in this offering will be critical in continuing to develop Tintina's high-quality resource base. Through its 100% ownership of the Sheep Creek property, located in one of the safest geo-political jurisdictions in the world, TintinaGold is exceptionally well positioned to take full advantage of the secular bull market in copper and silver for the benefit of all shareholders."

The Company previously announced on September 22, 2010 that it is proceeding with the spin-out of its Colorado Creek mineral exploration property located in Alaska, U.S.A., to a new company under a statutory plan of arrangement (the "Arrangement") in order to pursue the creation of a company focused on precious metals. Under the proposed terms of the Arrangement, the shareholders of TintinaGold will retain their common shares in TintinaGold and will be entitled to receive one common share of the new company for every share of TintinaGold held on the record date for the Arrangement. The completion of the Arrangement will be subject, among other things, to Exchange, court and shareholder approval.

Further details regarding the Arrangement will be set out in the Information Circular that will be sent to shareholders in advance of the annual and special shareholders meeting scheduled for March 15, 2011 to seek approval for the Arrangement, the creation of a new control person and routine annual business. The Information Circular will be available on the Company's SEDAR profile at www.sedar.com.

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 management team has assembled an impressive portfolio of gold and base metal projects in Alaska, including the Colorado Creek gold project located in southwest Alaska approximately 100 miles northwest of the Donlin Creek project, the Kugruk copper project located 70 miles north of Nome in the northern Seward Peninsula, Alaska, and the Sheep Creek copper-cobalt property in Montana. The Company, in a short period of time, has successfully established itself in several of the most prolific mineral belts in North America.

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.


Raj Chowdhry, C.A., President & CEO

Cautionary Note Regarding Forward-Looking Statements: Certain disclosure in this release, including statements regarding the Company's intention to carry out the Offering, the proposed completion of a spin-out and the timing of a meeting of the shareholders of the Company, 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 the Company is able to obtain regulatory approval of the Offering and the creation of a new control person and is otherwise able to complete the Offering and that the Company is able to obtain regulatory, shareholder and other required approvals for the proposed spin-out transaction and on a timely basis. However, the forward-looking statements in this release are subject to numerous risks, uncertainties and other factors relating to the Offering, the Arrangement and to TintinaGold's operation as a mineral exploration company that may cause future results to differ materially from those expressed or implied in such forward-looking statements. Such uncertainties and risks include, among others, financing risks, regulatory risk, actual results of the Company's exploration activities being different than those expected by management, delays in obtaining or inability to obtain required government or other regulatory approvals, inability to complete the Offering and the timing of and success in completing the proposed spinout, including the timing and success in obtaining Exchange, court and shareholder 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.

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.

Contact Information