Tincorp Completes Sale of Skukum Gold Project to Blue Jay Gold
Executive Summary
- Tincorp Metals Inc. completed the sale of its wholly‑owned subsidiary Whitehorse Gold (Yukon) Corp., which holds a 100% interest in the Skukum Gold Project, to Blue Jay Gold Corp. on September 29, 2025.
- Total consideration consists of an initial issuance of 500,000 Blue Jay common shares plus 250,000 warrants (valued at $300k) and a deferred cash/stock payment of $275,000 payable on the first anniversary of closing.
- An additional incentive payment of $5 per ounce AuEq for gold production exceeding 2 million ounces within five years is also embedded in the agreement.
Key Details
- Transaction Structure:
- Closing date: September 29, 2025.
- Buyer: Blue Jay Gold Corp., a private reporting issuer spun out of Riverside Resources Inc.
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Seller: Tincorp Metals Inc., via its subsidiary Whitehorse Gold (Yukon) Corp.
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Consideration:
- Immediate: 500,000 Blue Jay common shares + 250,000 common share purchase warrants (each warrant exercisable at $0.90 per share for two years).
- Valuation of immediate consideration: approximately $300,000.
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Deferred payment: $275,000 payable in cash and/or shares at Blue Jay’s election on the first anniversary of closing.
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Cash Deposit Credit:
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$25,000 cash deposit previously paid by Blue Jay upon execution of the letter of intent has been credited toward the total purchase price.
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Warrant Terms:
- Each warrant allows acquisition of one additional common share at an exercise price of $0.90 per share.
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Warrants are exercisable for two years from issuance, with acceleration provisions under certain conditions.
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Security Demand Assumption:
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Blue Jay has assumed all security demand obligations related to the Skukum Gold Project.
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Incentive Payment Provision:
- Blue Jay will pay $5 per ounce AuEq for gold production exceeding a cumulative 2 million ounces AuEq within five years of closing.
- Determination based on an updated NI 43‑101 technical report prepared by Blue Jay.
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Payment (cash and/or shares) to be made within 90 days after the five‑year anniversary, subject to adjustment for remediation expenditures exceeding the security demand.
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Strategic Rationale (CEO Quote):
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“The closing of this deal marks a significant step in Tincorp's continued shift toward pursuing new growth opportunities… This transaction also gives Tincorp the ability to participate in any future success at Skukum through our prospective equity position in Blue Jay.” – Victor Feng, Interim CEO
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Future Participation:
- Through the share and warrant issuance, Tincorp retains an equity interest in Blue Jay, positioning it to benefit from any upside in the Skukum Project.
Notable Quotes
“We are pleased that the Skukum Gold Project is in the hands of a company committed to advancing exploration in the Yukon responsibly.” – Victor Feng, Interim CEO, Tincorp Metals Inc.