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Tincorp Announces Approval of Omnibus Equity Incentive Plan and Grant of Stock Options

Share Capital & Compensation

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Tincorp Announces Approval of Omnibus Equity Incentive Plan

and Grant of Stock Options

Vancouver, British Columbia – July 5, 2024 – Tincorp Metals Inc. (“Tincorp” or the

“Company”) (TSXV: “TIN”; OTCQX: “TINFF”) is pleased to report that the Company’s Omnibus

Equity Incentive Plan (the “Omnibus Plan”) has been approved by the TSX Venture Exchange

(the “ TSXV”). The Omnibus Plan was approved by the Company’s shareholders at the

Company’s annual and special meeting of shareholders on June 21, 2024, it replaces the

Company’s existing stock option plan and allows for the grant of options to purchase up to 10%

of the total issued and outstanding common shares calculated on the date of the grant, and the

grant of other forms of equity incentive securities to acquire up to 6,690,742 common shares.

The Company has granted, subject to regulatory approval, an aggregate of 2,440,000 stock

options to directors, officers, employees and consultants of the Company, pursuant to the terms

of the Company's Omnibus Plan. The options are exercisable for a period of 5 years from the

date of grant at price of $0.25 per share, being the closing price of the common shares on the

TSXV on July 4, 2024. The options vest in six equal tranches over a period of three years, and

are subject to the provisions of the Omnibus Plan and the policies of the TSXV.

About Tincorp

Tincorp Metals Inc. is a mineral exploration company focusing on tin projects in Bolivia and a gold

project near Whitehorse, Yukon, Canada. The Company acquired 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.

Victor Feng, Interim CEO

For further information, please contact:

Investor Relations, Tincorp Metals Inc.

Phone: +1 (604)-336-5919

Email: [email protected]

www.tincorp.com

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

Tincorp Metals Inc.

1750 - 1066 West Hastings Street

Vancouver, BC, Canada V6E 3X1

Telephone: (604) 336-5919

www.tincorp.ca

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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 final approval of the Company’s option

grant by the TSX Venture Exchange, the search for a permanent CEO are forward-looking

statements. 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.

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 annual

information form, can be obtained under the Company’s profile on SEDAR+

at www.sedarplus.ca and on the Company’s website at www.tincorp.com.