Tincorp Metals closes $17.5-million offering

Mr. Victor Feng reports TINCORP METALS ANNOUNCES CLOSING OF C$17,500,000 BEST EFFORTS SUBSCRIPTION RECEIPT OFFERING, INCLUDING FULL EXERCISE OF OVERALLOTMENT OPTION Tincorp Metals Inc. has closed its offering of 43.75 million subscription receipts at 40 cents per subscription receipt for aggregate gross proceeds of $17.5-million. The offering consisted of a brokered private placement of 28.75 million subscription receipts for gross proceeds of $11.5-million and a concurrent non-brokered private placement of 15 million subscription receipts for gross proceeds of $6-million. The brokered offering was led by Raymond James Ltd., as sole bookrunner and lead agent, on behalf of a syndicate of agents including ATB Cormark Capital Markets, pursuant to an agency agreement dated March 24, 2026, between the company and the agents, and included the full exercise of the agents' 15-per-cent overallotment option granted pursuant to the agency agreement. The offering was conducted in connection with the company's previously announced definitive agreement with Silvercorp Metals Inc. and its wholly owned subsidiary, Adventus Mining Corp., to acquire the Santa Barbara gold-copper project in Ecuador, through the acquisition of the vendors' wholly owned subsidiary, Santa Barbara Metals Inc. Completion of the offering is a condition precedent to the closing of the proposed acquisition. Each subscription receipt will, upon satisfaction of the escrow release conditions (as defined in the company's news release dated Feb. 25, 2026), automatically convert into one common share of the company and one-half of one common share purchase warrant. Each warrant entitles the holder to acquire one common share at 65 cents for 24 months from the closing date of the offering. The subscription receipts and underlying securities are subject to a hold period of four months and one day from the closing date of the offering. Pursuant to the agency agreement, the agents are entitled to be paid a cash commission equal to 6 per cent of the gross proceeds of the brokered offering. Of this amount, 50 per cent (or $345,000) was paid by the company immediately upon closing of the offering, and the remaining 50 per cent was deposited into escrow with Endeavor Trust Company, as subscription receipt agent, along with the balance of the gross proceeds of the offering, and will be payable to the agents only upon satisfaction of the escrow release conditions. The agents are also entitled to receive 1,725,000 non-transferable compensation warrants, being equal to 6.0 per cent of the number of subscription receipts sold pursuant to the brokered offering, each exercisable at 40 cents per common share for 24 months following conversion of the subscription receipts. The compensation warrants will be issued to the agents only upon closing of the proposed acquisition. If the escrow release conditions are satisfied at or prior to July 22, 2026, concurrently with the automatic exchange of the subscription receipts for common shares and warrants, the balance of the escrowed proceeds, less the remaining 50 per cent of the agents' fees (together with any interest earned thereon, which will be paid to the agents), will be released to the company as the net proceeds of the offering. In the event the escrow release conditions are not satisfied by the escrow release deadline, the aggregate issue price of the subscription receipts plus a pro rata share of interest earned thereon will be returned to holders, the subscription receipts will be cancelled and, to the extent the escrowed funds are insufficient to refund such amounts in full, the company will contribute such additional amounts as are necessary to satisfy any shortfall. In connection with the non-brokered offering, the company paid finders' fees of $211,800, representing 6 per cent of the gross proceeds raised from subscribers introduced by such finders, to be paid on the same basis as the agents' fees with 50 per cent paid at closing and 50 per cent held in escrow pending satisfaction of the escrow release conditions. The company intends to use the net proceeds of the offering for: (i) the Santa Barbara project phase 1 drill program (25 per cent); (ii) the Santa Barbara project phase 2 drill program (25 per cent); (iii) the upfront cash payment to the vendors pursuant to the agreement (13 per cent); (iv) the first anniversary cash payment to the vendors pursuant to the agreement (23 per cent); and (v) general and administrative expenses (8 per cent), Ecuador operations (5 per cent), and proposed acquisition-related expenses (1 per cent). The participation of insiders in the offering constitutes a related party transaction, within the meaning of TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The offering is subject to the receipt of final approval of the TSX Venture Exchange. Completion of the proposed acquisition remains subject to a number of closing conditions, including receipt of final approval of the TSX-V. The proposed acquisition and the offering each constitute a related party transaction within the meaning of TSX-V Policy 5.9 and MI 61-101. The proposed acquisition is a related party transaction because Silvercorp is a "control person" of the company (holding an approximately 29.1-per-cent interest on a non-diluted basis), and Dr. Rui Feng is both chief executive officer and chairman of Silvercorp, and a director of the company. The offering is a related party transaction as it is a "connected transaction" (as defined in MI 61-101) with respect to the proposed acquisition and due to insider participation. Insiders of the company subscribed for a total of 10,175,000 subscription receipts under the offering, for aggregate gross proceeds of $4.07-million. The company relies on the exemption from formal valuation requirements under Section 5.5(b) of MI 61-101 on the basis that the company's shares are not listed on a specified market, and will seek minority approval of both the proposed acquisition and the offering, being approval by a majority of votes cast, excluding those held by Silvercorp, its insiders and any insiders participating in the offering, at an annual general and special meeting of shareholders. Disinterested shareholder approval is also required under TSX-V Policy 5.3 because: (a) the common shares to be issued to the vendors as partial consideration in connection with the proposed acquisition will exceed 10 per cent of the company's outstanding shares on a non-diluted basis prior to the closing thereof; and (b) the company has not provided the TSX-V with evidence of value in a method prescribed by the TSX-V in respect of the value of the Santa Barbara project in connection with the proposed acquisition. Disinterested shareholder approval requires a majority of votes cast at the meeting, excluding shares held by non-arm's length parties to the company, being Silvercorp and any of its associates or affiliates (each as defined in the policies of the TSX-V). The company is progressing toward closing of the proposed acquisition. An updated technical report prepared in accordance with National Instrument 43-101, Standards of Disclosure for Mineral Projects, in respect of the Santa Barbara project is expected to be filed on SEDAR+ by the end of March, 2026. The company will hold the meeting to obtain the minority approval on May 5, 2026, with closing of the proposed acquisition expected to follow shortly thereafter, subject to receipt of all remaining regulatory approvals, including TSX-V approval. Further details regarding the offering and the proposed acquisition are available in the company's news release dated Feb. 25, 2026, on SEDAR+ and the company's website. About Tincorp Metals Inc. Tincorp is a mineral exploration company that has entered into a definitive agreement with Silvercorp to acquire Santa Barbara Metals Inc., which holds a 100-per-cent interest in the Santa Barbara project in the Zamora copper-gold belt of southeastern Ecuador. The company also owns 100 per cent of the Porvenir project and has signed an agreement to acquire a 100-per-cent interest in the nearby SF project, both located 70 kilometres southeast of Oruro, Bolivia. We seek Safe Harbor.