Tincorp Announces Acquisition of Skukum Gold Project by Blue Jay Gold
Tincorp Metals Inc.
1750 - 1066 West Hastings Street
Vancouver, BC, Canada V6E 3X1
Telephone: (604) 336-5919
www.tincorp.ca
Tincorp Announces Acquisition of Skukum Gold Project by Blue Jay Gold
Vancouver, British Columbia – June 4, 2025 – Tincorp Metals Inc. (“Tincorp” or the
“Company”) (TSXV: “TIN”; OTCQX: “TINFF” ) and Blue Jay Gold Corp. (“Blue Jay”), a private
reporting issuer recently spun out of Riverside Resources Inc., are pleased to announce that the
parties have entered into a binding share purchase agreement (the “Agreement”) dated June 3,
2025 for the proposed sale (the “Transaction”) of Tincorp’s wholly owned subsidiary, Whitehorse
Gold (Yukon) Corp. (“Whitehorse Gold”). Whitehorse Gold holds a 100% interest in the Skukum
Gold Project (the “Project”) located in Yukon, Canada.
“The Blue Jay team is thrilled to be assuming stewardship of the Skukum Au-Ag Project, a large-
scale, high potential asset spanning approximately 170 km 2,” said Geordie Mark, CEO of Blue
Jay Gold Corp. Geordie Mark continued, “The Project already hosts close to one million
ounces of gold-equivalent resources and benefits from excellent existing infrastructure, which
positions us well to advance it efficiently and responsibly. This acquisition aligns perfectly
with our philosophy of conducting greenfields exploration in brownfields environments,
similar to our current portfolio of projects in Ontario, where we see real opportunity to unlock
value through focused, cost-effective work.
“In our view, Canada is the best mining jurisdiction in the world, and securing a project of this
calibre in the Yukon is a major win for Blue Jay. We believe this is a timely and strategic
investment that will not only create long-term value for our shareholders but also contribute
meaningfully to the local economy and broader stakeholder base.”
“This transaction represents an important step forward in Tincorp’s strategy to sharpen our focus
on our Bolivian projects and pursue new exploration and acquisition opportunities," said Victor
Feng, Interim CEO of Tincorp. “It also ensures that the Skukum Gold Project is transferred to a
steward looking to undertake responsible exploration in the Yukon. At the same time, the
Transaction allows us to retain potential upside exposure to the Project through a prospective
equity interest in Blue Jay, a company focused on conducting lower-cost, responsible exploration
across its gold projects in Ontario and now the Yukon."
Under the terms of the Agreement, at closing of the Transaction, Blue Jay, will pay C$300,000
cash and/or equity, at Blue Jay’s election, to Tincorp. Another C$275,000 cash and/or equity
payment will be made by Blue Jay to Tincorp on the one-year anniversary of the closing of the
Agreement. Blue Jay previously advanced a C$25,000 cash deposit to Tincorp upon the
execution of a letter of intent in respect of the Transaction.
In addition, Blue Jay has agreed to pay an incentive payment comprised of $5 per ounce of gold
equivalent (“AuEq”) in excess of a cumulative total of 2 million ounces AuEq identified on the
Project within 5 years of the closing date of the Transaction, as determined based on an updated
technical report to be prepared in accordance with National Instrument 43-101 – Standards of
Disclosure for Mineral Projects by Blue Jay. The incentive amount payable by Blue Jay will be
paid in cash and/or shares at Blue Jay’s discretion within 90 days of the 5 -year anniversary of
the closing date and is subject to adjustment based on remediation expenditures incurred by Blue
Jay in excess of the amount of the Security Demand (see below).
Completion of the transaction is currently expected in the third quarter of 2025. The Agreement
provides for a termination fee of $50,000, payable to Tincorp in certain limited circumstances. The
Transaction is subject to the satisfaction or waiver of a number of conditions including: (i) the
completion of a signed mutually agreeable reclamation and closure plan for the Project; (ii) Blue
Jay securing the capital to satisfy the Security Demand (see below); and (iii) other customary
conditions for a transaction of this nature. As part of the Transaction, Blue Jay will also be
assuming responsibility for the reclamation of the project area. On-site infrastructure included as
part of this reclamation feature a 50 -man camp previously used for exploration, the geological
logging facilities and office, the process plant, and exploration roads which together comprise the
outstanding ~C $2.93 million security demand tabled by the Yukon Government (the “Security
Demand”) to Tincorp.
“Historic sites of past operations present meaningful opportunities for lower -risk discovery
alongside project renewal,” continued Geordie Mark. “At Blue Jay, we view concurrent site
rehabilitation as an integral part of modern exploration where stewardshi p, stakeholder
engagement and asset advancement go hand in hand. The existing onsite infrastructure,
including a 50-man camp, geological facilities, and access roads provides a strong foundation for
cost effective exploration. We are committed to upholding our responsibilities, including
reclamation obligations, in a manner that supports long-term value creation while aligning with
our disciplined approach to capital allocation and community partnerships.”
About Tincorp
Tincorp Metals Inc. is a mineral exploration company focusing on tin projects in Bolivia and owns
a gold project near Whitehorse, Yukon, Canada. The Company has signed agreements to acquire
a 100% interest in the Porvenir Project and SF Tin Project, which are 70 km southeast of Oruro,
Bolivia. The Company’s 100% owned Skukum Gold Project is approximately 84 km south of
Whitehorse by road. An independent mineral resource estimate update in respect of the Skukum
Gold Project was completed in October 2022.
On Behalf of Tincorp Metals Inc.
signed “Victor Feng”
Victor Feng, Interim CEO
About Blue Jay
Blue Jay Gold Corp. is a Canadian gold exploration company focused on greenfield exploration
within established brownfields regions in Canada. The Company’s primary focus is on Ontario’s
prolific Beardmore-Geraldton and Wawa Greenstone Belts, regions known for hosting numerous
past-producing and active gold mines. The Company’s flagship asset, the Pichette Project,
features extensive banded iron formation trends and high-grade historical gold intercepts, offering
near-surface discovery potential. With three strategically located projects and a leadership team
experienced in geology and capital markets, Blue Jay Gold will advance disciplined, modern
exploration strategies across projects in known gold mineralized regions across Canada.
On Behalf of Blue Jay Gold Corp.
signed “Geordie Mark”
Geordie Mark, CEO
For further information, please contact:
Victor Feng
Interim CEO
Phone: +1 (604)-336-5919
Email: [email protected]
www.tincorp.com
For further information, please contact:
Geordie Mark
CEO
Blue Jay Gold Corp.
Phone: (604) 235-4059
Eric Negraeff
Investor Relations
Blue Jay Gold Corp.
Phone: (604) 235-4059
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined
in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or
accuracy of this news release.
Cautionary Note Regarding Forward-Looking Statements
This news release contains forward-looking statements and forward-looking information
(collective, “forward looking statements”) within the meaning of applicable Canadian and U.S.
securities legislation. All statements, other than statements of historical fact included in this
release, including, without limitation, statements regarding the completion of the Transaction, the
receipt of necessary regulatory and stock exchange approvals, the anticipated timing of closing,
the expected benefits of the Transaction to Tincorp, future exploration and acquisition activities,
the preparation and acceptance of a reclamation and closure plan, that $50,000 termination fee
would be payable to Tincorp in certain circumstances, and Tincorp’s potential future participation
in the Project through an equity interest in Blue Jay are forward-looking statements. Estimates of
Mineral Reserves and Mineral Resources are also forward-looking information because they
incorporate estimates of future developments including future mineral prices, costs and expenses
and the amount of minerals that will be encountered if a property is developed.
Forward-looking statements are often, but not always, identified by words or phrases such as
“expects”, “is expected”, “anticipates”, “believes”, “plans”, “projects”, “estimates”, “assumes”,
“intends”, “strategies”, “targets”, “goals”, “forecasts”, “objectives”, “budgets”, “schedules”,
“potential” or variations thereof or stating that certain actions, events or results “may”, “could”,
“would”, “might” or “will” be taken, occur or be achieved, or the negative of any of these terms and
similar expressions. Forward-looking statements are based on the opinions, assumptions, factors
and estimates of management considered reasonable at the date the statements are made. The
opinions, assumptions, factors and estimates which may prove to be incorrect, include, but are
not limited to: that the Company will be able to obtain and maintain governmental approvals,
permits and licenses in connection with its current and planned operations, development and
exploration activities, including at the Project; that all conditions to closing of the Transaction will
be satisfied or waived, that all required regulatory and stock exchange approvals will be obtained,
and that Blue Jay will be successful in securing the capital to satisfy the Security Demand.
Forward-looking statements involve known and unknown risks, uncertainties and other factors
which may cause the actual results, performance or achievements of the Company to differ
materially from any future results, performance or achievements expressed or implied by the
forward-looking information. Forward-looking information is provided herein for the purpose of
giving information about the Transaction referred and its expected impact. Readers are cautioned
that such information may not be appropriate for other purposes. Completion of the Transaction
is subject to customary closing conditions, termination rights and other risks and uncertainties
including stock exchange and regulatory approval. Accordingly, there can be no assurance that
the Transaction will occur, or that it will occur on the terms and conditions contemplated in this
news release. The Transaction could be modified, restructured or terminated. There can also be
no assurance that the strategic benefits expected to result from the Transaction will be fully
realized. Although the Company has attempted to identify important factors that could cause
actual actions, events or results to differ from those described in forward-looking statements, there
may be other factors that cause such actions, events or results to differ materially from those
anticipated. There can be no assurance that forward-looking statements will prove to be accurate
and accordingly readers are cautioned not to place undue reliance on forward-looking statements.
Readers are cautioned not to place undue reliance on forward-looking statements. The Company
undertakes no obligation to update any of the forward-looking statements in this news release or
incorporated by reference herein, except as otherwise required by law.
Additional information in relation to the Company, including the Company’s most recent
management discussion & analysis , can be obtained under the Company’s profile on SEDAR+
at www.sedarplus.ca and on the Company’s website at www.tincorp.com.
CAUTIONARY NOTE TO US INVESTORS
The technical and scientific information contained herein has been prepared in accordance with
NI 43-101, which differs from the standards adopted by the U.S. Securities and Exchange
Commission (the “SEC”). Accordingly, the technical and scientific information contained herein,
including any estimates of mineral reserves and mineral resources, may not be comparable to
similar information disclosed by U.S. companies subject to the disclosure requirements of the
SEC.