Mr. Victor Feng reports
TINCORP ANNOUNCES ACQUISITION OF SKUKUM GOLD PROJECT BY BLUE JAY GOLD
Tincorp Metals Inc. and Blue Jay Gold Corp., a private reporting issuer recently spun out of Riverside Resources Inc., have entered into a binding share purchase agreement dated June 3, 2025, for the proposed sale of Tincorp's wholly owned subsidiary, Whitehorse Gold (Yukon) Corp. Whitehorse Gold holds a 100-per-cent interest in the Skukum gold project located in Yukon, Canada.
"The Blue Jay team is thrilled to be assuming stewardship of the Skukum Au-Ag project, a large-scale, high-potential asset spanning approximately 170 square kilometres," said Geordie Mark, chief executive officer of Blue Jay.
Mr. Mark continued: "The project already hosts close to one million ounces of gold equivalent resources and benefits from excellent existing infrastructure, which positions us well to advance it efficiently and responsibly. This acquisition aligns perfectly with our philosophy of conducting greenfields exploration in brownfields environments, similar to our current portfolio of projects in Ontario, where we see real opportunity to unlock value through focused, cost-effective work.
"In our view, Canada is the best mining jurisdiction in the world, and securing a project of this calibre in the Yukon is a major win for Blue Jay. We believe this is a timely and strategic investment that will not only create long-term value for our shareholders, but also contribute meaningfully to the local economy and broader stakeholder base."
"This transaction represents an important step forward in Tincorp's strategy to sharpen our focus on our Bolivian projects and pursue new exploration and acquisition opportunities," said Victor Feng, interim chief executive officer of Tincorp. "It also ensures that the Skukum gold project is transferred to a steward looking to undertake responsible exploration in the Yukon. At the same time, the transaction allows us to retain potential upside exposure to the project through a prospective equity interest in Blue Jay, a company focused on conducting lower-cost, responsible exploration across its gold projects in Ontario and now the Yukon."
Under the terms of the agreement, at closing of the transaction, Blue Jay, will pay $300,000 in cash and/or equity, at Blue Jay's election, to Tincorp. Another $275,000 cash and/or equity payment will be made by Blue Jay to Tincorp on the one-year anniversary of the closing of the agreement. Blue Jay previously advanced a $25,000 cash deposit to Tincorp upon the execution of a letter of intent in respect of the transaction.
In addition, Blue Jay has agreed to pay an incentive payment composed of $5 per ounce of gold equivalent in excess of a cumulative total of two million ounces gold equivalent identified on the project within five years of the closing date of the transaction, as determined based on an updated technical report to be prepared in accordance with National Instrument 43-101 (Standards of Disclosure for Mineral Projects) by Blue Jay. The incentive amount payable by Blue Jay will be paid in cash and/or shares at Blue Jay's discretion within 90 days of the five-year anniversary of the closing date and is subject to adjustment based on remediation expenditures incurred by Blue Jay in excess of the amount of the security demand (see below).
Completion of the transaction is currently expected in the third quarter of 2025. The agreement provides for a termination fee of $50,000, payable to Tincorp in certain limited circumstances. The transaction is subject to the satisfaction or waiver of a number of conditions, including: (i) the completion of a signed mutually agreeable reclamation and closure plan for the project; (ii) Blue Jay securing the capital to satisfy the security demand (see below); and (iii) other customary conditions for a transaction of this nature. As part of the transaction, Blue Jay will also be assuming responsibility for the reclamation of the project area. On-site infrastructure included as part of this reclamation feature a 50-man camp previously used for exploration, the geological logging facilities and office, the process plant, and exploration roads which together comprise the outstanding approximately $2.93-million security demand tabled by the Yukon government to Tincorp.
"Historic sites of past operations present meaningful opportunities for lower-risk discovery alongside project renewal," continued Mr. Mark. "At Blue Jay, we view concurrent site rehabilitation as an integral part of modern exploration where stewardship, stakeholder engagement and asset advancement go hand in hand. The existing on-site infrastructure, including a 50-man camp, geological facilities and access roads, provides a strong foundation for cost-effective exploration. We are committed to upholding our responsibilities, including reclamation obligations, in a manner that supports long-term value creation while aligning with our disciplined approach to capital allocation and community partnerships."
About Tincorp Metals Inc.
Tincorp is a mineral exploration company focusing on tin projects in Bolivia and owns a gold project near Whitehorse, Yukon, Canada. The company has signed agreements to acquire a 100-per-cent interest in the Porvenir project and the 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.
About Blue Jay Gold Corp.
Blue Jay is a Canadian gold exploration company focused on greenfield exploration within established brownfield regions in Canada. The company's primary focus is on Ontario's prolific Beardmore-Geraldton and Wawa greenstone belts, regions known for hosting numerous past-producing and active gold mines. The company's flagship asset, the Pichette project, features extensive banded iron formation trends and high-grade historical gold intercepts, offering near-surface discovery potential. With three strategically located projects and a leadership team experienced in geology and capital markets, Blue Jay Gold will advance disciplined, modern exploration strategies across projects in known gold mineralized regions across Canada.
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