Mr. Victor Feng reports
TINCORP ANNOUNCES NON-BROKERED PRIVATE PLACEMENT
Tincorp Metals Inc. intends to undertake a non-brokered private placement financing to raise gross proceeds of up to approximately $375,000 from the sale of up to three million units at a price of 12.5 cents per one common share of the company.
The company intends to use the net proceeds from the offering for working capital requirements and other general corporate purposes.
The offering is anticipated to close on or about Aug. 31, 2025, or such other date as the company may determine. The closing of the offering is subject to certain conditions, including the approval of the TSX Venture Exchange and certain other conditions customary for a private placement of this nature. All securities issued pursuant to the offering will be subject to a statutory four-month-and-one-day hold period from the closing date.
As part of the offering, Dr. Rui Feng, a director of the company, has subscribed for 1.7 million common shares for a total investment of $212,500. Prior to the offering, Dr. Feng beneficially owned or controlled 6,262,506 common shares, representing approximately 9.1 per cent of the company's issued and outstanding common shares.
Upon completion of the offering, Dr. Feng will beneficially own or control a total of 7,962,506 common shares, representing approximately 11.1 per cent of the company's issued and outstanding common shares on a postclosing basis. As a result of this transaction, Dr. Feng will file an early warning report in accordance with National Instrument 62-103 -- The Early Warning System and Related Take-Over Bid and Insider Reporting Issues. The shares will be acquired for investment purposes. Dr. Feng may, from time to time, increase or decrease his ownership of securities of the company depending on market conditions and other factors.
The company may pay a finder's fee in respect of those purchasers under the offering introduced to the company by certain eligible persons. Each finder will receive a cash payment equal to 6 per cent of the gross proceeds received by the company from purchasers under the offering who were introduced to the company by such finder.
As insiders of the company (including Silvercorp) are expected to participate in the offering, any such subscriptions will be considered to be 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. 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 focused on tin projects in Bolivia and owns a gold project near Whitehorse, Yukon, Canada. The company owns 100 per cent of its Porvenir project and has signed an agreement to acquire a 100-per-cent interest in the nearby SF project, both located 70 kilometres southeast of Oruro, Bolivia. Tincorp has also signed an agreement to sell its Skukum gold project to Blue Jay Gold Corp. Subject to the satisfaction of certain closing conditions, the transaction is expected to be completed in the third quarter of 2025.
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