BULLETIN V2026-1771
TINCORP METALS INC. ("TIN")
BULLETIN TYPE: Property-Asset or Share Purchase Agreement; Private Placement-Brokered; Private Placement-Non-Brokered
BULLETIN DATE: May 22, 2026
TSX Venture Tier 2 Company
Property-Asset or Share Purchase Agreement
TSX Venture Exchange has accepted for filing a Share Purchase Agreement (the "Agreement") dated February 24, 2026, between Tincorp Metals Inc. (the "Company"), Silvercorp Metals Inc. ("Silvercorp"), and Silvercorp' subsidiary, Adventus Mining Corporation ("Adventus", and together with Silvercorp, the "Sellers"). Pursuant to the agreement, the Company has acquired all issued and outstanding shares of Santa Barbara Metals Inc., which holds a 100% interest in the Santa Barbara Gold-Copper Project located in the Zamora Copper-Gold Belt of southeastern Ecuador.
In consideration for the acquisition, the Company paid an upfront cash payment of US$1,500,000 and issued 15,000,000 common shares at a deemed price of $0.40 per share on the closing date. The Company will also make deferred cash payments of US$2,500,000 on the first anniversary and US$4,000,000 on the second anniversary of closing. On the third anniversary, a final payment of US$5,500,000 may, at the Seller's election, be paid in cash or through the issuance of common shares at a minimum price of $0.40 per share. The aggregate maximum number of common shares issuable under the Agreement is 33,848,500; following the initial issuance of 15,000,000 common shares at closing, the Company may issue up to a remaining 18,848,500 shares for the final anniversary payment.
As part of the transaction, the Company granted a 1.5% net smelter return (NSR) royalty on the project, with an option to repurchase two-thirds of the royalty (1% NSR) for US$10,000,000. To secure the deferred payments and the royalty, the Company has granted a pledge over the Santa Barbara Metals Inc. shares and a security interest in the mining concessions.
The transaction is non-arm's length in nature, and no finder's fees are payable.
For further information, please refer to the Company's news releases dated February 25, 2026, May 5, 2026 and May 13, 2026.
Private Placement-Brokered
Financing Type: Brokered Private Placement
Gross Proceeds: $11,500,000
Offering: 28,750,000 Listed Shares with 14,375,000 warrants attached
Offering Price: $0.40 per Listed Share
Warrant Exercise Terms: $0.65 per Listed Share for a two-year period
Commissions in Securities: Shares Warrants
Finders (Aggregate) 0 1,725,000
Commission Terms: Each non-transferable warrant is exercisable into one common share at a price of $0.40 for a period of two years.
Disclosure: Refer to the company's news release(s) dated February 25, 2026, March 24, 2026, May 5, 2026 and May 13, 2026.
Private Placement-Non-Brokered
Financing Type: Non-Brokered Private Placement
Gross Proceeds: $6,000,000
Offering: 15,000,000 Listed Shares with 7,500,000 warrants attached
Offering Price: $0.40 per Listed Share
Warrant Exercise Terms: $0.65 per Listed Share for a two-year period
Commissions in Securities: Nil
Disclosure: Refer to the company's news release(s) dated February 25, 2026, March 24, 2026, May 5, 2026 and May 13, 2026.
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