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 THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT
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
THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT
INTENDED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES NOR FOR
DISSEMINATION IN THE UNITED STATES.
Vancouver, British Columbia – February 25, 2026 – Tincorp Metals Inc. (“Tincorp” or the
“Company”) (TSXV: “TIN”) is pleased to announce that on February 24, 2026, it entered into a
share purchase agreement (the “Agreement”) with Silvercorp Metals Inc. (“Silvercorp”)
(TSX/NYSE American: SVM) and its wholly-owned subsidiary, Adventus Mining Corporation
("Adventus", together with Silvercorp, the "Vendors"). Pursuant to the Agreement, the Company
will acquire the Santa Barbara Gold-Copper Project (the “Project”), located in the Zamora Copper-
Gold Belt in southeastern Ecuador, through the acquisition of the Vendors' wholly-owned
subsidiary, Santa Barbara Metals Inc. (the “Holding Company”), as further described below.
Victor Feng, Interim CEO of Tincorp, commented, “We are excited to be acquiring this large
gold-copper asset. This is a beneficial transaction for our shareholders, providing exposure to
both gold and copper in Ecuador, one of the world's most prolific and emerging mining jurisdictions.
We look forward to closing this transaction and moving quickly to upgrade and expand the known
resource through future drill programs, creating meaningful value for all stakeholders.”
Santa Barbara Gold-Copper Project Overview
Location and Access
The Project is located in the Zamora-Chinchipe Province in southeastern Ecuador, approximately
76 kilometers (“km”) east of the city of Zamora, at a low elevation of 1,000-1,100 metres (“m”)
(Figure 1). Access to the Project is roughly a four-hour drive from the nearest airport at Catamayo
city over 161 km of paved road and 13 km of year-round dirt road. The Project holds a valid
environmental permit allowing for exploration and drilling activities across six concessions
covering an area of 52 square kilometres (“km2”).
The Project is 10 km south of Silvercorp’s Condor Project, 36 km south of Lundin Gold Inc.’s Fruta
Del Norte Mine, 56 km south of CRCC-Tongguan Investment (Canada) Co., Ltd.’s Mirador Mine,
and 96 km south of Solaris Resources Inc.’s Warintza Project.
Tincorp Metals Inc.
1750 - 1066 West Hastings Street
Vancouver, BC, Canada V6E 3X1
Telephone: (604) 336-5919
www.tincorp.ca
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Figure 1: Map of Project Location
Historical Mineral Resource Estimate
Multiple mineral resource estimates were completed following staged drilling programs by
previous companies, which outlined a bulk tonnage gold-dominated porphyry gold-copper deposit.
The latest mineral resource estimate (1)(2) for the Project was completed in 2021 by a previous
owner, Luminex Resources, summarized in the table below.
(1) The historical mineral resource estimate is derived from the technical report titled “Condor Project NI 43-101 Technical Report on
Preliminary Economic Assessment” prepared by MTB Enterprises Inc. in accordance National Instrument 43-101 - Standards of
Disclosure for Mineral Projects (“NI 43-101”), for Luminex Resources, with an effective date of July 28, 2021 (the “Historical Report”).
The historical mineral resource estimate reports resources within an optimized open-pit shell using a cut-off grade of 0.37 g/t gold
equivalent (“AuEq”) with assumptions of metal price: US$1,500/oz Au, US$18/oz Ag, US$3.0/lb Cu, mining cost $2.0/t, process cost
$11.5/t, G&A $2.0/t, gold process recovery 87%, silver process recovery 70% and copper process recovery 80%, pit slope 45 degrees.
AuEq = Au g/t + (Ag g/t × 0.012) + (Cu% x 1.371). The block models for the Santa Barbara deposits use a nominal block size measuring
10 ×10 × 10 m. Grade estimates for gold and silver and copper at Santa Barbara (Condor Central) were estimated using ordinary
kriging (OK).
(2) The Company considers the historical estimates to be relevant as they provide an indication of the potential of the Project. However,
a qualified person of Tincorp has not done sufficient work to classify these historical estimates as current mineral resources, and
Tincorp is not treating these historical estimates as current mineral resources or mineral reserves. Tincorp has not verified this
information and is not relying on it. To verify the historical mineral resource estimate, Tincorp will prepare an updated mineral resource
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estimate and technical report in accordance with NI 43-101 with respect to the Project (the “New Report”). Tincorp is currently
preparing the New Report and intends to file it on SEDAR+ upon the completion of the Proposed Acquisition in accordance with the
policies of the TSX Venture Exchange and applicable securities laws.
Geology and Mineralization3
The Project is located within the Zamora Copper-Gold Metallogeny Belt which hosts numerous
significant deposits such as the Fruta del Norte epithermal gold deposit, the Mirador porphyry
copper-gold deposit, the Warintza copper-moly deposit, and the Condor epithermal gold deposit.
At Santa Barbara, gold and copper mineralization is hosted in alkalic basaltic andesite and
porphyritic diorite dykes. The age of the basaltic andesite is unknown but likely belongs to the
Piuntza Formation of Triassic-Lower Jurassic age, which also hosts epithermal gold
mineralization at the Fruta del Norte Mine.
The mineralized zone defined to date has dimensions of 1.2 km north-south, 500 m east-west,
and extends to a depth of more than 500 m. The Project remains open in all directions and at
depth. Figure 2 shows a plan view of Santa Barbara highlighting the local geology and gold
intercepts from past drilling. Figure 3 shows an east-west oriented vertical cross-section looking
towards the north.
Figure 2: Plan Map of Santa Barbara
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Figure 3: East-West Cross Section at Santa Barbara
Exploration History3
Modern mineral exploration at the Project began in the late 1980s. Between 1988 and 2018,
previous owners conducted extensive surface programs including geological mapping, soil and
stream sediment sampling, outcrop rock chip sampling, surface trenching, and ground magnetic
and induced polarization surveys. This work led to the discovery of the majority of the prospects
and deposits now known within the Project area and surrounding region.
A total of 22,027 m of diamond drilling in 56 holes were completed by various owners from 1999
until 2018. The table below provides a summary of all drilling completed at the Project to date.
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(3) The technical information describing the geology and exploration history is derived from the technical report titled “Condor Project
NI 43-101 Technical Report on Preliminary Economic Assessment” prepared by MTB Enterprises Inc. in accordance National
Instrument 43-101 - Standards of Disclosure for Mineral Projects (“NI 43-101”), for Luminex Resources, with an effective date of July
28, 2021 (the “Historical Report”).
Opportunities and Plan for Next Steps
The Company believes historical drill results justify further drilling to upgrade the known
mineralized zones and to test new targets evidenced by historical surface geochemical sampling
results. The Company anticipates that the gold and copper mineral resources at Santa Barbara
have the potential to be upgraded and expanded with continued exploration and drilling
campaigns.
The Company plans to mobilize three drill rigs to conduct a 10,000 m phase 1 drill program upon
closing of the Proposed Acquisition (“Acquisition Closing”) to:
1. Confirm historical drill results,
2. Complete infill drilling to upgrade existing mineral resources, and
3. Obtain fresh drill core to further understand the mineralization controls and metallurgy at
Santa Barbara.
Transaction Structure and Related-Party Disclosure
Under the terms of the Agreement and subject to the approval of the TSX Venture Exchange
(“TSXV”), Tincorp will acquire all of the shares of the Holding Company (the “Proposed
Acquisition”) in consideration for Tincorp issuing to the Vendors 15,000,000 common shares of
Tincorp at a deemed price of C$0.40 per share at Acquisition Closing, representing consideration
of C$6,000,000 (the "Consideration Shares") and paying an additional US$13.5M to the Vendors
in four installments as follows: 1) US$1.5M cash upon Acquisition Closing, 2) US$2.5M cash on
the first-year anniversary of the Acquisition Closing date, 3) US$4.0M cash on the second-year
anniversary of the Acquisition Closing date, and 4) US$5.5M in cash or shares at the Vendors'
election on the third-year anniversary of the Acquisition Closing date, with any share issuance
subject to a minimum price of C$0.40 per common share and TSXV approval at the time of
issuance. The maximum number of common shares of the Company issuable to the Vendors
under the Agreement is 33,848,500 shares. The Consideration Shares are expected to be subject
to applicable resale restrictions and will be subject to the escrow requirements, if any, as
determined by the TSXV. As part of the Agreement, the Vendors will also receive a 1.5% net
smelter return (NSR) royalty on the Project pursuant to a royalty agreement to be entered into
upon Acquisition Closing. Tincorp will have the option to repurchase two-thirds of this NSR royalty
(a 1% NSR royalty) in exchange for US$10 million. As security for the deferred purchase price
payments and the NSR royalty, Tincorp will grant the Vendors a pledge over the shares of the
Holding Company and a security interest on the mining concessions comprising the Project, in
each case pursuant to a security agreement to be entered into at Acquisition Closing. Immediately
prior to Acquisition Closing, the Holding Company will be the indirect beneficial owner of the
mining concessions comprising the Project. The transfer of concessions is subject to Ecuadorian
regulatory approval.
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The Agreement provides that completion of the Proposed Acquisition is subject to several
conditions including, among other things:
completion of a concurrent financing as described below ;
receipt of all regulatory approvals and third-party consents, including TSXV approval;
receipt of required shareholder approvals ; and
completion of customary closing conditions.
The Proposed Acquisition will be considered a "related-party transaction" within the meaning of
TSXV Policy 5.9 – Protection of Minority Security Holders in Special Transactions and Multilateral
Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”).
The Proposed Acquisition will also require the approval of shareholders under TSXV Policy 5.3 –
Acquisitions and Dispositions of Non-Cash Assets. See "Shareholder Approval" below.
The Company intends to hold a special meeting of shareholders (the "Meeting") to obtain the
Minority Approval and Disinterested Shareholder Approval (each as defined below). Details of the
Proposed Acquisition and the Meeting will be set out in Tincorp’s management information circular
and proxy statement to be prepared in respect of the Meeting which will be mailed to Tincorp’s
shareholders and will be available on the Company’s SEDAR+ profile at sedarplus.ca. A copy of
the Agreement will also be available on the Company's SEDAR+ profile at sedarplus.ca.
Shareholders should refer to those documents for additional details with respect to the Proposed
Acquisition.
Completion of the Proposed Acquisition is currently expected by the end of April 2026 subject to
certain conditions including, but not limited to, the receipt of all necessary approvals, including
the approval of the TSXV.
Concurrent C$16M Private Placement
The Company further announces that it has entered into an agreement with Raymond James Ltd.
(“Raymond James”), as sole bookrunner and lead Agent, on behalf of a syndicate of Agents
including ATB Cormark Capital Markets (collectively the “Agents”) in connection with a "best
efforts" private placement of up to 25,000,000 subscription receipts of the Company (the
"Subscription Receipts") at a price of C$0.40 per Subscription Receipt (the "Issue Price") for
aggregate gross proceeds to the Company of up to C$10,000,000 (the "Brokered Offering"). In
addition, the Company plans to complete a concurrent non-brokered financing of Subscription
Receipts on the same terms as the Brokered Offering for aggregate gross proceeds of
approximately C$6,000,000 for a combined total gross proceeds of up to C$16,000,000 (the “Non
Brokered Offering”, together with the Brokered Offering, referred to as the “Offering”). The Offering
is being conducted in conjunction with the Company's Proposed Acquisition. The Company does
not expect that the Offering will result in the creation of any new control person of the Company.
Each Subscription Receipt shall, upon satisfaction of the Escrow Release Conditions (as defined
below) and without the payment of any additional consideration and with no further action on
behalf of the holder, automatically convert into one unit of the Company (a "Unit"). Each Unit will
consist of one common share of the Company (each, a “Common Share”) and one-half of one
Common Share purchase warrant (each whole warrant, a “Warrant”). Each Warrant will entitle
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the holder to acquire one Common Share (each, a “Warrant Share”) at an exercise price of C$0.65
per Common Share at any time up to 24 months from the closing date of the Offering.
The Company has also granted the Agents an option to sell up to an additional 15% of the number
of Subscription Receipts sold pursuant to the Offering at the Issue Price for additional gross
proceeds in whole or in part at any time up to 48 hours prior to the closing date of the Brokered
Offering.
The gross proceeds of the Offering less (i) 50% of the Commission (as defined below) to be paid
upon closing of the Brokered Offering and (ii) certain expenses of the Agents (such net amount,
the "Escrowed Proceeds"), will be placed into escrow and released to the Company, subject to
the receipt of all required corporate, shareholder and regulatory approvals in connection with the
Proposed Acquisition and the completion or satisfaction of all escrow release conditions
(collectively, the "Escrow Release Conditions") as set out in the agency agreement to be entered
into among the Company and the Agents in connection with the Brokered Offering. Escrow
Release Conditions include:
a) the completion, satisfaction or waiver all conditions precedent to the completion of the
Acquisition in accordance with the Agreement, other than any condition precedent
requiring the release of the escrowed funds and such conditions precedent that by their
nature are to be satisfied at the closing of the Acquisition;
b) all necessary approvals or consents for the completion of the Acquisition and the Offering,
including the issuance of the Common Shares and Warrants upon the exchange of the
Subscription Receipts, and the issuance of the Warrant Shares upon due exercise of the
Warrants, having been obtained;
c) delivery of customary legal opinions;
d) the Company has available to it all other funds required to complete the Company's
obligations under the Agreement in connection with the Acquisition Closing; and
e) the Company and Raymond James having delivered a joint notice to the Subscription
Receipt Agent confirming that the conditions set forth above have been satisfied or waived.
Provided that the Escrow Release Conditions are satisfied or waived (where permitted) prior to
5:00 p.m. (Toronto time) on the date that is 120 days after closing of the Offering (the "Release
Deadline"), the remaining 50% of the Commission (and any interest earned thereon) and certain
expenses of the Agents will be released to the Agents from the Escrowed Proceeds, and the
balance of the Escrowed Proceeds (together with interest earned thereon) will be released to the
Company. However, in the event that the Escrow Release Conditions are not satisfied by the
Release Deadline, or if prior to such time, the Company advises the Agents or announces to the
public that it does not intend to satisfy the Escrow Release Conditions, an amount equal to the
aggregate Issue Price of the Subscription Receipts together with the pro rata portion of any
interest earned thereon (net of any applicable withholding tax) will be returned to the holders of
the Subscription Receipts and the Subscription Receipts and Compensation Warrants will be
cancelled.
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The Company intends to use the net proceeds from the Offering as set out in the table below:
Item
Percentage of Net
Proceeds of Offering to be Used
Santa Barbara Project Phase 1 Drill Program 25%
Santa Barbara Project Potential Phase 2 Drill Program 25%
1st Year Anniversary Cash Payment to the
Vendors pursuant to the Agreement 23%
Upfront Cash Payment to the Vendors pursuant to the
Agreement 13%
General & Administrative 8%
Ecuador Operations 5%
Acquisition Related Expenses 1%
The Offering is expected to close by mid-March 2026 (the "Offering Closing Date") and is subject
to certain conditions including, but not limited to, the receipt of all necessary approvals, including
the approval of the TSXV.
In connection with the Brokered Offering, the Agents will receive a cash commission equal to 6%
of the gross proceeds (the "Commission"), 50% of which will be payable on the Offering Closing
Date and 50% of which will form part of the Escrowed Proceeds payable only upon satisfaction
of the Escrow Release Conditions. The Company will also issue upon satisfaction of the Escrow
Release Conditions that number of compensation warrants to the Agents equal to 6% of the
aggregate number of Subscription Receipts sold pursuant to the Brokered Offering (the
"Compensation Warrants"). Each Compensation Warrant will be exercisable for one Common
Share at the Issue Price of the Subscription Receipts for a period of 24 months following the
conversion of the Subscription Receipts. The Compensation Warrants issued to the Agents are
non-transferable.
In connection with the Non-Brokered Offering, the Company may pay a finder’s fee in respect of
those purchasers under the Non-Brokered Offering introduced to the Company by certain eligible
persons (each a “Finder”). Each Finder will receive a cash payment up to 6% of the gross
proceeds received by the Company from purchasers under the Non-Brokered Offering who were
introduced to the Company by such Finder. 50% of any fees payable to the Finders will be paid
at closing of the Non-Brokered Offering and the remaining 50% of the fees payable to the Finders
will form part of the Escrowed Proceeds payable only upon satisfaction of the Escrow Release
Conditions.
The Subscription Receipts, the Common Shares and the Common Shares issuable upon exercise
of the Warrants and the Compensation Options shall be subject to a hold period ending on the