Zincore, to be Renamed Golden Cross Resources, Completes Upsized Private Placement of Subscription Receipts for Gross Proceeds of $4,680,140
Zincore, to be Renamed Golden Cross
Resources, Completes Upsized Private
Placement of Subscription Receipts for Gross
Proceeds of $4,680,140
Vancouver, British Columbia--(Newsfile Corp. - March 12, 2025) - Zincore Metals Inc. (TSXV: ZNC.H)
(the "
Company
") is pleased to announce that it has completed its upsized non-brokered private
placement of 31,200,930 subscription receipts of the Company (the "
Subscription Receipts
") at a
price of $0.15 per Subscription Receipt for aggregate gross proceeds of $4,680,139.55 (the
"
Financing
").
The Financing was completed in connection with the Company's proposed acquisition of the Reedy
Creek and Providence gold projects in Victoria, Australia (collectively, the "
Project
") from Great Pacific
Gold Corp. (the "
Vendor
"). As previously announced, the Company entered into a share purchase
agreement dated effective December 3, 2024 among the Company, the Vendor and 1513609 B.C. Ltd.,
a wholly-owned subsidiary of the Vendor ("
BC Subco
"), pursuant to which, subject to regulatory
approval, the Company will acquire 100% of the issued and outstanding shares of BC Subco (the
"
Proposed Transaction
"), which will hold, through an Australian subsidiary, a 100% interest in and to
the Project.
On or prior to the closing of the Proposed Transaction, the Company will complete a consolidation (the
"
Consolidation
") of its issued and outstanding common shares (the pre-Consolidation common shares
in the authorized structure of the Company being referred to as, the "
Common Shares
") on the basis of
one (1) new common share in the authorized structure of the Company (the "
Post-Consolidation
Common Shares
") for each 2.5 old Common Shares. It is also anticipated that concurrent with the
completion of the Proposed Transaction the Company will change its name to "Golden Cross Resources
Inc." (the "
Name Change
").
The proceeds of the Financing have been placed into escrow pending closing of the Proposed
Transaction. Upon satisfaction of certain release conditions, which include the completion of the
Proposed Transaction, each Subscription Receipt will be deemed to be exercised, without payment of
any additional consideration and without further action on the part of the holder thereof, for one (1) Post-
Consolidation Common Share, and the escrowed subscription funds will be released to the Company.
Should the escrow release conditions not be satisfied or waived, or if the Proposed Transaction is not
completed, the Subscription Receipts will be cancelled, and the escrowed funds will be returned to
subscribers.
In connection with the Financing, upon exercise of the Subscription Receipts, the Company will pay
finder's fees to eligible finders consisting of $173,978.97.
The proceeds of the Financing will be used to fund (i) expenses of the Proposed Transaction and the
Financing, (ii) the exploration and development of the Project, and (iii) working capital requirements of
the Company following completion of the Proposed Transaction. The Financing remains subject to the
final approval of the TSX Venture Exchange (the "
Exchange
"). All securities issued in connection with
the Financing are subject to a statutory hold period of four months plus one day in accordance with
Canadian securities legislation.
Proposed Officer Appointment
In connection with the closing of the Proposed Transaction, the Company expects to appoint Alan Till as
the Company's VP of Exploration. Mr. Till is an exploration geologist with over 17 years of experience in
base metals, gold, mineral sands, and graphite. He holds a BSc in Applied Geology from Curtin
University, is a Member of the Australasian Institute of Mining and Metallurgy, and a Fellow of the
Geological Society of London. He has worked predominantly in Australia and East Africa, with Legend
Mining, Moly Mines, and Odin Metals, and has been involved with the discovery and development of a
number of economic mineral deposits. Mr. Till was the lead geologist for the discovery of the Mahenge
Graphite Deposits for Black Rock Mining in Tanzania.
For additional details regarding the Proposed Transaction and the Project, please see the Company's
news releases dated December 4, 2024, and February 13, 2025, which are available under the
Company's SEDAR+ profile at
www.sedarplus.ca
.
All currency references in the news release are in Canadian currency unless otherwise noted.
The securities of the Company referred to in this news release have not been and will not 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
Exchange under the symbol ZNC.H.
ON BEHALF OF THE BOARD OF DIRECTORS
"Matthew Roma"
Matthew Roma
Chief Executive Officer
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 certain "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, amongst others, the completion of the Proposed
Transaction on the terms described herein or at all, the receipt of all necessary corporate and regulatory
approvals (including the approval of the Exchange) for the Proposed Transaction, the completion of the
Consolidation, the receipt of Exchange approval for the Consolidation, the completion of the Name
Change, the receipt of Exchange approval for the Name Change, the proposed use of proceeds of the
Financing and the receipt of final Exchange approval for the Financing. The completion of these
transaction is based on a number of assumptions, including that all conditions precedent of the
Proposed Transaction will be met or waived. There is no assurance that the Proposed Transaction will
be completed on the terms set forth in this news release, or at all. These 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.
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE
UNITED STATES
To view the source version of this press release, please visit
https://www.newsfilecorp.com/release/244374