Tincorp Metals closes $17.5-million offering

Executive Summary

• Tincorp Metals Inc. has closed a C$17.5 million best-efforts subscription receipt offering, including the full exercise of the 15% overallotment option.
• The financing is a condition precedent to the closing of the company's definitive agreement to acquire the Santa Barbara gold-copper project in Ecuador from Silvercorp Metals Inc.
• Proceeds are primarily allocated to the Santa Barbara project drill programs (50% combined) and cash payments to vendors, with remaining funds for G&A and acquisition expenses.

Key Details

• Offering Structure & Proceeds:
  • Total Gross Proceeds: C$17,500,000.
  • Units Sold: 43.75 million subscription receipts at C$0.40 per unit.
  • Brokered Private Placement: 28.75 million receipts for C$11.5 million, led by Raymond James Ltd.
  • Non-Brokered Private Placement: 15 million receipts for C$6.0 million.
  • Overallotment: Full exercise of the 15% overallotment option.
• Securities Terms:
  • Each subscription receipt converts into one common share and 0.5 common share purchase warrants upon satisfaction of escrow release conditions.
  • Warrants: Exercisable at C$0.65 per share for 24 months from closing.
  • Hold Period: 4 months and 1 day from closing.
• Agent & Finder Compensation:
  • Brokered Agent Commission: 6% of gross proceeds (C$690,000 total). 50% (C$345,000) paid at closing; 50% held in escrow.
  • Agent Compensation Warrants: 1,725,000 non-transferable warrants exercisable at C$0.40/share, issued upon closing of the acquisition.
  • Finders' Fees: C$211,800 (6% of non-brokered gross proceeds from introduced subscribers), split 50% at closing and 50% in escrow.
• Escrow & Release Conditions:
  • Escrow Agent: Endeavor Trust Company.
  • Release Deadline: July 22, 2026.
  • Conditions: Satisfaction of escrow release conditions (linked to the acquisition).
  • Refund Provision: If conditions are not met by the deadline, proceeds plus pro-rata interest are returned to holders.
• Use of Proceeds:
  • Santa Barbara Phase 1 Drill Program: 25%.
  • Santa Barbara Phase 2 Drill Program: 25%.
  • Upfront Cash Payment to Vendors: 13%.
  • First Anniversary Cash Payment to Vendors: 23%.
  • General & Administrative Expenses: 8%.
  • Ecuador Operations: 5%.
  • Proposed Acquisition-Related Expenses: 1%.
• Related Party & Regulatory Context:
  • The offering and acquisition are related party transactions due to Silvercorp Metals Inc. holding ~29.1% of Tincorp and Dr. Rui Feng serving as CEO/Chairman of Silvercorp and Director of Tincorp.
  • Insider Participation: Insiders subscribed for 10,175,000 receipts, raising C$4.07 million.
  • Regulatory Approvals: Subject to TSX Venture Exchange approval and minority shareholder approval (disinterested shareholders) at a meeting scheduled for May 5, 2026.
  • Technical Report: Updated NI 43-101 technical report for the Santa Barbara project expected by end of March 2026.