Mr. Sam Spring reports

CONSOLIDATION OF NSW PROJECT PORTFOLIO COMPLETED AND NEW BOARD APPOINTMENT

Kincora Copper Ltd. has completed the acquisition of RareX Ltd.'s minority and carried interest in various projects to now have a 100-per-cent ownership in the entire NSW project portfolio, and this follows an associated $2-million (Australian) raising completed last quarter.

Highlights:

• Kincora completes acquisition to secure 100-per-cent interest in all NSW projects:
  • Acquisition completed of RareX's carried 35-per-cent asset-level interests in the Trundle, Fairholme, Jemalong, Cundumbul and Condobolin licences for 40 million Kincora CHESS depositary interests (CDIs) and a 1-per-cent net smelter return royalty (NSR);
  • A review process, including discussions and negotiations with potential third party asset-level investors and partners, is continuing for the NSW porphyry portfolio, including project-level financing and other corporate transaction structures.
• Experienced resource executive Jeremy Robinson appointed to Kincora's board.

Mr. Robinson, founder and chair of RareX, has joined the company's board as a non-executive director, and brings extensive corporate transaction, project generation and capital markets experience.

Cameron McRae, chairman, commented:

"Completion of the acquisition with RareX results in Kincora holding a 100-per-cent interest in a highly prospective and district-scale project portfolio in NSW. This transaction supports a pivot in funding strategy, seeking dilution at the project rather than solely at the listed company level, as has been in the past.

"Completion of the RareX acquisition is expected to be a major catalyst for ongoing discussions and negotiations for the NSW projects.

"I now formally welcome Jeremy to the board and acknowledge his already significant inputs to the Kincora team on a number of value-adding initiatives. We look forward to leveraging Jeremy's commercial experience and value-added focus."

Acquisition

Further to the July 31, 2023, press release announcing the conditional agreement with RareX to acquire its minority and carried interest in various NSW projects, the company is pleased to announce all conditions precedent have been met and the acquisition has completed with the 40 million shares being issued to RareX, which was approved by shareholders on Sept. 27, 2023.

With this transaction now complete, Kincora's 100-per-cent interest in all NSW projects yields certain benefits:

• Increase the strategic value of the NSW project portfolio: Consolidating the project ownership and removing the existing carried interests increases the strategic value and attractiveness of the projects and NSW project portfolio.
• Partner discussions at the project level: The NSW project portfolio had already attracted interest from mid-tier and industry majors. The 100-per-cent ownership structure now in place provides optionality for project-level financing and other corporate transactions.
• Coupled with a successful strategic review process for the Mongolian porphyry portfolio, resulting in a confidential and incomplete offer that includes the receipt of a non-refundable deposit to enable final due diligence and definitive legal agreements, the acquisition is expected to be a catalyst to continuing asset-level partner discussions and negotiations at a time of increasing and very significant corporate activities in the district from the exploration stages (for example, AngloGold Ashanti's up to $145-million (Australian) earn-in with Inflection Resources, adjacent to Kincora's Northern Junee-Narromine belt project) to producing mines (for example, Evolution Mining's acquisition of 80 per cent of Northparkes for up to $720-million (Australian), $1.3-billion (Australian) sale of the CSA mine, and Newmont's acquisition of Newcrest and earn-in agreement with Legacy Minerals).
• Financing position strengthened: Following the recently completed $2-million (Australian) raising completed last quarter, the company is in a strong financial position, with large-scale targets and designed drill programs for the Condobolin, Trundle, Fairholme, Jemalong and Northern Junee-Narromine belt (NJNB) projects.
• Artificial intelligence (AI) exploration alliance partner, Earth AI, is in the advanced stages for shortly commencing its maiden drilling program at the Cundumbul project. This program (at Earth AI's cost, Kincora retaining a 100-per-cent project interest) will test anomalous copper geochemistry, and porphyry targets associated with outcropping hydrothermal breccias and skarns.

Board appointment

Mr. Robinson has joined Kincora's board as a non-executive director and member of the company's remuneration committee.

Mr. Robinson is the founder and the current chair of RareX, is a significant shareholder in Kincora, and brings an extensive record of fundraising, corporate development, and successful exploration, resource growth and development stages in the junior sector.

Mr. Robinson has 18 years of corporate finance experience, both in investment firms and in-house, having earned a bachelor of commerce from the University of Western Australia, majoring in corporate finance, investment finance and marketing.

RareX shareholding

The company further reports that in connection with the acquisition, RareX has acquired beneficial ownership and control of 40 million shares of Kincora in the form of CDIs. Prior to the acquisition, RareX had beneficial ownership and control over 4,983,333 common shares, representing 2.4 per cent of the outstanding shares of the company.

After the acquisition, RareX has direct ownership and control over an aggregate of 44,983,333 common shares of Kincora, representing 18.2 per cent of the issued and outstanding common shares of Kincora. RareX acquired the shares for investment purposes and may, in the future, acquire or dispose of securities of the company through the market, privately or otherwise, as circumstances or market conditions warrant.

The company notes RareX has filed an early warning report advising of a change in its holdings in Kincora following the receipt of consideration for the acquisition.

Following the acquisition, Kincora's total issued ordinary shares are 247,173,541.

We seek Safe Harbor.