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Tintina Mines Ltd (2)
Symbol TTS
Shares Issued 149,644,251
Close 2026-08-21 C$ 2.10
Market Cap C$ 314,252,927
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Tintina Mines shareholders approve AGM resolutions

2026-08-21 17:20 ET - News Release

Mr. Juan Enrique Rassmuss reports

TINTINA MINES ANNOUNCES VOTING RESULTS FROM ITS ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

Tintina Mines Ltd. has released the voting results from its annual general and special meeting of shareholders, held virtually on Aug. 21, 2026. All matters put before shareholders at the meeting were approved, including each of the resolutions required in order to satisfy the shareholder approval condition to the release of the escrowed gross proceeds of the company's previously announced $91-million private placement of subscription receipts, as described in the company's news releases dated June 2, 2026, July 2, 2026, and July 10, 2026, and in the company's management information circular dated July 30, 2026.

A total of 142,102,904 common shares in the capital of the company were represented in person (virtually) or by proxy at the meeting, representing approximately 94.960 per cent of the 149,644,251 common shares issued and outstanding as at the close of business on July 15, 2026, the record date for the meeting.

The detailed voting results for each item of business are set out in this news release.

Annual business

Election of directors

Shareholders elected each of the four nominees proposed by management to hold office until the proposed reconstitution of the board of directors (as defined below) upon completion of the minority interest acquisition (as defined below and, together with the offering, the transactions) and the resulting exchange of the subscription receipts issued pursuant to the offering. The results of the vote by ballot are detailed in an attached table.

Reappointment of auditor

Shareholders approved the reappointment of Stern & Lovrics LLP as the auditor of the company for the ensuing year and authorized the directors to fix its remuneration, with 142,101,674 votes cast for and 500 votes withheld.

Ratification, confirmation and approval of stock option plan

Shareholders ratified, confirmed and approved the company's rolling 10-per-cent stock option plan, with 141,964,112 votes (99.996 per cent) cast for and 5,500 votes (0.004 per cent) cast against.

Transaction resolutions

Each of the minority interest acquisition resolution, the control person resolution and the management change resolution was approved by the requisite majority of the votes cast by disinterested shareholders, in each case excluding the votes described below.

Minority interest acquisition resolution

The resolution approving the acquisition of the remaining 26.25-per-cent minority interest in Andean Belt Resources SpA (ABR) held by five entities controlled by Juan Enrique Rassmuss constituted a related party transaction under Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions, and accordingly required minority approval under Section 8.1 of MI 61-101. In determining whether minority approval was obtained, the company excluded the votes attached to the 133,114,832 common shares beneficially owned, or over which control or direction is exercised, by Mr. Rassmuss, his related parties and joint actors. On a disinterested basis, 8,849,281 votes (99.938 per cent) were cast for and 5,500 votes (0.062 per cent) were cast against the minority interest acquisition resolution.

Control person resolution

The resolution approving GMC SPV Equity 01 Inc. becoming a new control person of the company under the policies of the TSX Venture Exchange required disinterested shareholder approval, excluding the votes attached to the common shares beneficially held by, or over which control or direction is exercised by, the anchor investor and its associates and affiliates. As the anchor investor and its associates and affiliates held no common shares as at the record date, no votes were excluded from this resolution. One hundred forty-one million nine hundred sixty-four thousand one hundred twelve votes (99.996 per cent) were cast for and 5,500 votes (0.004 per cent) were cast against the control person resolution.

Management change resolution

The resolution approving the reconstitution of the board of directors and senior management of the company, which constitutes a change of management under the policies of the TSX-V, required disinterested shareholder approval, excluding the votes attached to the 160,000 common shares beneficially held by, or over which control or direction is exercised by, the proposed new directors and officers, and their respective associates and affiliates. On a disinterested basis, 141,804,112 votes (99.996 per cent) were cast for and 5,500 votes (0.004 per cent) were cast against the management change resolution.

A summary of the voting results on these three resolutions is set out in an attached table.

Next steps

With the shareholder approvals described above having been obtained, the remaining conditions to the release of the escrowed proceeds from the offering are the closing of the minority interest acquisition (subject only to the payment of the purchase price owing thereunder) and the receipt of all requisite regulatory approvals, including the approval of the TSX-V. Upon satisfaction of the escrow release conditions, which is expected to occur on Aug. 24, 2026, the escrowed gross proceeds of the offering will be released to the company and the subscription receipts will be exchanged for their underlying securities of the company. Concurrently with the closing of the minority interest acquisition and the exchange of the subscription receipts, the board of directors of the company will be reconstituted to consist of Mathieu Gignac, Koji Watanabe, Juan Enrique Rassmuss, Stefan Jochum and Vicente Irarrazaval, and Claude Dufresne will be appointed chief executive officer and Christopher Stackhouse will be appointed chief financial officer of the company.

Management commentary

Mr. Rassmuss stated, "We thank our shareholders for their strong support of these transactions. With shareholder approval now obtained, Tintina is positioned to consolidate 100-per-cent ownership of the Domeyko Sulfuros project and to advance it toward a final investment decision alongside our new partners."

Mr. Dufresne, CEO of G Mining Capital, stated: "The shareholder vote is the final major milestone before the release of the escrowed proceeds. We look forward to completing the remaining conditions and to working with Tintina, Sumitomo, the Gignac family and the broader investor group to advance Domeyko Sulfuros toward FID."

About Tintina Mines Ltd.

Tintina Mines is a TSX-V-listed mineral exploration and development company focused on advancing the Domeyko Sulfuros copper-gold project in the Atacama region of Chile through ABR, its Chilean subsidiary.

We seek Safe Harbor.

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