Sandfire Resources NL - Early Warning Report

WEST PERTH, Western Australia, Aug. 29, 2014 /CNW/ - Sandfire Resources NL ("Sandfire") announces that it, through its wholly owned subsidiary Sandfire BC Holdings Inc., has agreed to purchase 80,000,0000 units (the "Units") of Tintina Resources Inc. (the "Issuer") at a price of $0.20 per Unit. The transaction is subject to customary closing conditions, including the approval of the TSX Venture Exchange.

Each Unit is comprised of: (i) one common share in the capital of the Issuer (each, a "Common Share"), and (ii) two individual quarters (1/4) of a common share purchase warrant (the first quarter warrant being a quarter of a "Class A Warrant", and the second quarter warrant being a quarter of a "Class B Warrant"), and one individual half (1/2) of a common share purchase warrant (being a half of a "Class C Warrant") (each, a "Warrant").

Each whole Class A Warrant is exercisable into one Common Share of the Issuer for a period of 24 months from the closing date of the transaction (the "Closing Date") at an exercise price of $0.28 per Common Share. Each whole Class B Warrant is exercisable into one Common Share of the Issuer for a period of 36 months from the Closing Date at an exercise price of $0.32 per Common Share. Each whole Class C Warrant is exercisable into one Common Share of the Issuer for a period of 60 months from the Closing Date at an exercise price of $0.40 per Common Share. The warrants are subject to early expiry in the event the VWAP of the Issuer's Common Shares on the TSX Venture Exchange over twenty consecutive trading days is at least 120% of the exercise price in the last three months prior to the natural expiry date of each class of warrants.  Early expiry of any class of warrants causes all subsequent warrants to also expire.

Upon closing the transaction, Sandfire's ownership of the 80,000,000 Common Shares underlying the Units will represent approximately 36.0% of the issued and outstanding shares of the Issuer on a non-diluted basis (calculated as at the date of this press release). In the event Sandfire subsequently exercises all of its warrants, its ownership would increase to approximately 53.0% of the issued and outstanding shares of the Issuer on a non-diluted basis (calculated as at the date of this press release).

The securities acquired will be held for investment purposes. Sandfire may, depending on market and other conditions, increase or decrease its beneficial ownership of the Issuer's securities, whether in the open market, by privately negotiated agreements or otherwise, subject to a number of factors, including general market conditions and other available investment and business opportunities.

This press release is issued pursuant to Multilateral Instrument 62-104, which also requires a report to be filed with the B.C. Securities Commission and the Alberta Securities Commission containing additional information with respect to the foregoing matters.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

SOURCE Sandfire Resources NL




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