Zincore Metals Announces Private Placement, Share Consolidation and Director Resignation
LEGAL_41087715.3
ZINCORE METALS INC.
Suite 1012 – 1030 West Georgia Street
Vancouver, BC V6E 2Y3
NEWS RELEASE
ZINCORE METALS ANNOUNCES PRIVATE PLACEMENT,
SHARE CONSOLIDATION AND DIRECTOR RESIGNATION
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Vancouver, BC, April 17, 2023 – Zincore Metals Inc. (the “Company”) (NEX:ZNC.H) is pleased to announce that it
intends to consolidate its common shares (the “Common Shares”) on the basis of two (2) existing Common Shares for each
one (1) new Common Share (the “Consolidation”) and to complete a non-brokered private placement of up to 15,000,000
post-Consolidation Common Shares of the Company at a price of $0.05 per Common Share for aggregate proceeds of up to
$750,000 (the “Private Placement”).
Completion of the Consolidation and the Private Placement are subject to a number of conditions, including receipt of all
necessary corporate and regulatory approvals, including approval of the TSX Venture Exchange (the “ Exchange”). In
accordance with the policies of the Exchange, the Company will also be seeking shareholder approval for the Private Placement
by written consent since the Private Placement would result in the Company having issued greater than 100% of the number of
outstanding Common Shares within a 12-month period. The Company intends to use the net proceeds of the Private Placement
for general working capital and payment of accounts payable and loans.
In connection with the Private Placement, the Company may pay finders’ fee in cash or securities or a combination of both,
as permitted by the policies of the Exchange. All securities issued in connection with the Private Placement will be subject to a
statutory hold period in accordance with applicable securities legislation.
The Company does not intend to change its name or its current trading symbol in connection with the proposed Share
Consolidation.
The Company also announces the resignation of Jorge Benavides as a director of the Company. The Company would like
to thank Mr. Benavides for his services and wishes him all the best in his future endeavours.
The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as
amended (the “U.S. Securities Act”), or any state securities laws. Accordingly, the securities of the Company may not be
offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws
or pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable state securities
laws. This news release does not constitute an offer to sell or a solicitation of any offer to buy any securities of the Company
in any jurisdiction in which such offer, solicitation or sale would be unlawful.
About Zincore
Zincore is a Vancouver-based Company, with common shares which trade on the NEX Board of the TSX Venture Exchange
under the symbol ZNC.H.
ON BEHALF OF THE BOARD OF DIRECTORS
“Matthew Roma”
Matthew Roma
Chief Executive Officer
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LEGAL_41087715.3
For further information, please contact:
Zincore Metals Inc.
Matthew Roma, Chief Executive Officer
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 release.
Cautionary Note Regarding Forward Looking Statements
This news release contains certai n “forward-looking statements” within the meaning of applicable securities laws. Any
statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections,
objectives, assumptions or future events or performance (often, but not always, using words or phrases such as “expects” or
“does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “estimates” or “intends” or stating that
certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved) are not
statements of historical fact and may be considered forward- looking statements. Examples of forward-looking statements
in this news release include the intended use of proceeds of the Private Placem ent and statements regarding the
Consolidation. Forward-looking statements are subject to a variety of risks and uncertainties which could cause actual events
or results to materially differ from those reflected in the forward -looking statements. Except as required by applicable
securities laws, the Company undertakes no obligation to update these forward- looking statements in the event that
management's beliefs, estimates or opinions, or other factors, should change.