Mr. Victor Feng reports

TINCORP ANNOUNCES PRIVATE PLACEMENT AND WARRANT EXTENSION

Tincorp Metals Inc. intends to undertake a non-brokered private placement financing to raise gross proceeds of up to approximately $140,000 from the sale of up to 1,244,444 shares at a price of 11.25 cents per share (representing a 25-per-cent discount to the last closing price of the common shares of the company trading on the TSX Venture Exchange).

The offering is anticipated to close before Dec. 31, 2024, or such other date as the company may determine (the closing date).

As insider(s) of the company are expected to participate in the offering, any such subscriptions will be considered related party transactions within the meaning of TSX-V Policy 5.9 -- Protection of Minority Security Holders in Special Transactions, which incorporates Multilateral Instrument 61-101 -- Protection of Minority Securityholders in Special Transactions (MI 61-101). The company intends to rely on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(a) of MI 61-101 in respect of such insider participation.

All securities issued will be subject to a statutory four-month-and-one-day hold period from the closing date. Closing of the share purchase is subject to the final approval of the TSX Venture Exchange.

The company intends to use the net proceeds from the offering for working capital requirements and other general corporate purposes.

Further, the company proposes to extend the exercise period of a total of 6,403,750 common share purchase warrants, all of which are exercisable at 65 cents per common share. The warrants were issued pursuant to two tranches of the private placement which closed on Dec. 15, 2022, and Jan. 16, 2023. The company proposes to extend the expiry dates for these warrants by three additional years, and accordingly, the new expiry dates for the warrants will be Dec. 15, 2027, and Jan. 16, 2028.

All other terms and conditions of the warrants remain unchanged. The warrant extension is subject to the final approval of the TSX Venture Exchange.

A total of 3,175,000 warrants are held by parties who are considered related parties of the company. The amendment of the warrants constitutes a related party transaction as contemplated by MI 61-101, and TSX-V Policy 5.9 -- Protection of Minority Shareholders in Special Transactions. The company intends to rely on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(a) of MI 61-101 in respect of such insider participation.

About Tincorp Metals Inc.

Tincorp Metals is a mineral exploration company focusing on tin projects in Bolivia and a gold project near Whitehorse, Yukon, Canada. The company acquired a 100-per-cent interest in the Porvenir project and SF tin project, which are 70 kilometres southeast of Oruro, Bolivia. The company's 100-per-cent-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.

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