Tincorp Announces Definitive Agreement to Acquire the Santa Barbara Gold-Copper Project, Ecuador and Concurrent Best Efforts Offering of Subscription Receipts for up to C$16 Million

Executive Summary

• Tincorp Metals Inc. entered into a Share Purchase Agreement to acquire Santa Barbara Gold‑Copper Project in Ecuador by purchasing Santa Barbara Metals Inc. from Silvercorp Metals Inc. and its subsidiary Adventus Mining Corp.
• Consideration: issuance of 15,000,000 common shares at C$0.40 per share (C$6 M) plus US$13.5 M payable in four installments; vendors also receive a 1.5% NSR royalty with an option for Tincorp to repurchase two‑thirds for US$10 M.
• Simultaneously, Tincorp announced a C$16 M private placement (up to 25 M subscription receipts at C$0.40 each) to fund the acquisition and a Phase 1 drill program on Santa Barbara.

Key Details

• Acquisition Structure
• Purchase of all shares of Holding Company (Santa Barbara Metals Inc.).
• Issuance of 15,000,000 Tincorp common shares at C$0.40 per share (C$6 M).
• Cash payments to vendors: US$1.5 M at closing; US$2.5 M on first‑year anniversary; US$4.0 M on second‑year anniversary; US$5.5 M (cash or shares) on third‑year anniversary.
• Maximum possible share issuance under the agreement: 33,848,500 shares.

• Vendors receive a 1.5% net smelter return royalty; Tincorp may repurchase 1.0% NSR for US$10 M.

• Security & Escrow

• Vendors granted pledge over Holding Company shares and security interest over mining concessions.

• Share issuance subject to resale restrictions and escrow requirements per TSXV rules.

• Financing – Private Placement

• Up to 25,000,000 subscription receipts at C$0.40 each → gross proceeds up to C$10 M (brokered).
• Additional non‑brokered placement for up to C$6 M → total potential gross proceeds C$16 M.
• Each receipt converts into one unit (1 common share + ½ warrant); warrants exercisable at C$0.65 per share for 24 months.

• Agents may sell an additional 15% of receipts at the issue price up to 48 h before closing.

• Use of Proceeds (percentage of net proceeds)

• Phase 1 drill program – 25%
• Potential Phase 2 drill program – 25%
• First‑year cash payment to vendors – 23%
• Up‑front cash payment to vendors – 13%
• General & administrative – 8%
• Ecuador operations – 5%

• Acquisition‑related expenses – 1%

• Drill Program Plan

• Upon closing, Tincorp will mobilize three drill rigs for a 10,000 m Phase 1 program to:

  • Confirm historical drill results.
  • Conduct infill drilling to upgrade resources.
  • Obtain fresh core for metallurgical and controls studies.

• Regulatory & Shareholder Approvals

• Acquisition subject to TSXV approval, shareholder (minority and disinterested) approvals, and other customary closing conditions.

• Related‑party transaction under TSXV Policy 5.9 and MI 61‑101; Silvercorp holds ~29% of Tincorp and its CEO is a director of both companies.

• Closing Timeline

• Acquisition expected to close by end of April 2026, subject to approvals.
• Private placement closing targeted for mid‑March 2026.

Notable Quotes

“We are excited to be acquiring this large gold‑copper asset… providing exposure to both gold and copper in Ecuador… we look forward to closing this transaction and moving quickly to upgrade and expand the known resource.” – Victor Feng, Interim CEO, Tincorp Metals Inc.