Mr. Victor Feng reports

TINCORP ANNOUNCES DEFINITIVE AGREEMENT TO ACQUIRE THE SANTA BARBARA GOLD-COPPER PROJECT, ECUADOR AND CONCURRENT BEST EFFORTS OFFERING OF SUBSCRIPTION RECEIPTS FOR UP TO C$16 MILLION

Tincorp Metals Inc., on Feb. 24, 2026, entered into a share purchase agreement with Silvercorp Metals Inc. and its wholly owned subsidiary, Adventus Mining Corp. (together, the vendors). Pursuant to the agreement, the company will acquire the Santa Barbara gold-copper project, located in the Zamora copper-gold belt in southeastern Ecuador, through the acquisition of the vendors' wholly owned subsidiary, Santa Barbara Metals Inc. (the holding company), as further described below.

Victor Feng, interim chief executive officer of Tincorp, commented: "We are excited to be acquiring this large gold-copper asset. This is a beneficial transaction for our shareholders, providing exposure to both gold and copper in Ecuador, one of the world's most prolific and emerging mining jurisdictions. We look forward to closing this transaction, and moving quickly to upgrade and expand the known resource through future drill programs, creating meaningful value for all stakeholders."

Santa Barbara gold-copper project overview

Location and access

The project is located in the Zamora-Chinchipe province in southeastern Ecuador, approximately 76 kilometres (km) east of the city of Zamora, at a low elevation of 1,000 to 1,100 metres (m). Access to the project is roughly a four-hour drive from the nearest airport at Catamayo city over 161 km of paved road and 13 km of year-round dirt road. The project holds a valid environmental permit allowing for exploration and drilling activities across six concessions covering an area of 52 square km.

The project is 10 km south of Silvercorp's Condor project, 36 km south of Lundin Gold Inc.'s Fruta Del Norte mine, 56 km south of CRCC-Tongguan Investment (Canada) Co. Ltd.'s Mirador mine and 96 km south of Solaris Resources Inc.'s Warintza project.

Historical mineral resource estimate

Multiple mineral resource estimates were completed following staged drilling programs by previous companies, which outlined a bulk-tonnage gold-dominated porphyry gold-copper deposit. The latest mineral resource estimate for the project was completed in 2021 by a previous owner, Luminex Resources, summarized in an attached table.

Geology and mineralization

The project is located within the Zamora copper-gold metallogeny belt, which hosts numerous significant deposits such as the Fruta del Norte epithermal gold deposit, the Mirador porphyry copper-gold deposit, the Warintza copper-molybdenum deposit and the Condor epithermal gold deposit. At Santa Barbara, gold and copper mineralization is hosted in alkalic basaltic andesite and porphyritic diorite dikes. The age of the basaltic andesite is unknown but likely belongs to the Piuntza formation of Triassic-Lower Jurassic age, which also hosts epithermal gold mineralization at the Fruta del Norte mine.

The mineralized zone defined to date has dimensions of 1.2 km north-south and 500 m east-west, and extends to a depth of more than 500 m. The project remains open in all directions and at depth.

Exploration history

Modern mineral exploration at the project began in the late 1980s. Between 1988 and 2018, previous owners conducted extensive surface programs, including geological mapping, soil and stream sediment sampling, outcrop rock chip sampling, surface trenching, and ground magnetic and induced polarization surveys. This work led to the discovery of the majority of the prospects and deposits now known within the project area and surrounding region.

A total of 22,027 m of diamond drilling in 56 holes were completed by various owners from 1999 until 2018. An attached table provides a summary of all drilling completed at the project to date.

Opportunities and plan for next steps

The company believes historical drill results justify further drilling to upgrade the known mineralized zones and to test new targets evidenced by historical surface geochemical sampling results. The company anticipates that the gold and copper mineral resources at Santa Barbara have the potential to be upgraded and expanded with continued exploration and drilling campaigns.

The company plans to mobilize three drill rigs to conduct a 10,000 m phase 1 drill program upon closing of the proposed acquisition to:

• Confirm historical drill results;
• Complete infill drilling to upgrade existing mineral resources;
• Obtain fresh drill core to further understand the mineralization controls and metallurgy at Santa Barbara.

Transaction structure and related-party disclosure

Under the terms of the agreement and subject to the approval of the TSX Venture Exchange, Tincorp will acquire all of the shares of the holding company in consideration for Tincorp issuing to the vendors 15 million common shares of Tincorp at a deemed price of 40 Canadian cents per share at acquisition closing, representing consideration of $6-million (Canadian) and paying an additional $13.5-million (U.S.) to the vendors in four instalments as follows:

1. $1.5-million (U.S.) cash upon acquisition closing;
2. $2.5-million (U.S.) cash on the first-year anniversary of the acquisition closing date;
3. $4.0-million (U.S.) cash on the second-year anniversary of the acquisition closing date;
4. $5.5-million (U.S.) in cash or shares at the vendors' election on the third-year anniversary of the acquisition closing date, with any share issuance subject to a minimum price of 40 Canadian cents per common share and TSX-V approval at the time of issuance.

The maximum number of common shares of the company issuable to the vendors under the agreement is 33,848,500 shares. The consideration shares are expected to be subject to applicable resale restrictions and will be subject to the escrow requirements, if any, as determined by the TSX-V. As part of the agreement, the vendors will also receive a 1.5-per-cent net smelter return (NSR) royalty on the project pursuant to a royalty agreement to be entered into upon acquisition closing. Tincorp will have the option to repurchase two-thirds of this NSR royalty (a 1-per-cent NSR royalty) in exchange for $10-million (U.S.). As security for the deferred purchase price payments and the NSR royalty, Tincorp will grant the vendors a pledge over the shares of the holding company and a security interest on the mining concessions comprising the project, in each case pursuant to a security agreement to be entered into at acquisition closing. Immediately prior to acquisition closing, the holding company will be the indirect beneficial owner of the mining concessions comprising the project. The transfer of concessions is subject to Ecuadorian regulatory approval.

The agreement provides that completion of the proposed acquisition is subject to several conditions, including, among other things:

• Completion of a concurrent financing as described below;
• Receipt of all regulatory approvals and third party consents, including TSX-V approval;
• Receipt of required shareholder approvals;
• Completion of customary closing conditions.

The proposed acquisition will be considered a related-party transaction within the meaning of TSX-V Policy 5.9, Protection of Minority Security Holders in Special Transactions, and Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The proposed acquisition will also require the approval of shareholders under TSX-V Policy 5.3, Acquisitions and Dispositions of Non-Cash Assets.

The company intends to hold a special meeting of shareholders to obtain the minority approval and disinterested shareholder approval (each as defined below). Details of the proposed acquisition and the meeting will be set out in Tincorp's management information circular and proxy statement to be prepared in respect of the meeting, which will be mailed to Tincorp's shareholders and will be available on the company's SEDAR+ profile. A copy of the agreement will also be available on the company's SEDAR+ profile. Shareholders should refer to those documents for additional details with respect to the proposed acquisition.

Completion of the proposed acquisition is currently expected by the end of April, 2026, subject to certain conditions, including, but not limited to, the receipt of all necessary approvals, including the approval of the TSX-V.

Concurrent $16-million (Canadian) private placement

The company further announces that it has entered into an agreement with Raymond James Ltd., as sole bookrunner and lead agent, on behalf of a syndicate of agents including ATB Cormark Capital Markets, in connection with a best efforts private placement of up to 25 million subscription receipts of the company at a price of 40 Canadian cents per subscription receipt for aggregate gross proceeds to the company of up to $10-million (Canadian). In addition, the company plans to complete a concurrent non-brokered financing of subscription receipts on the same terms as the brokered offering for aggregate gross proceeds of approximately $6-million (Canadian) for a combined total gross proceeds of up to $16-million (Canadian). The offering is being conducted in conjunction with the company's proposed acquisition. The company does not expect that the offering will result in the creation of any new control person of the company.

Each subscription receipt shall, upon satisfaction of the escrow release conditions (as defined below) and without the payment of any additional consideration and with no further action on behalf of the holder, automatically convert into one unit of the company. Each unit will consist of one common share of the company and one-half of one common share purchase warrant. Each warrant will entitle the holder to acquire one common share at an exercise price of 65 Canadian cents per common share at any time up to 24 months from the closing date of the offering.

The company has also granted the agents an option to sell up to an additional 15 per cent of the number of subscription receipts sold pursuant to the offering at the issue price for additional gross proceeds in whole or in part at any time up to 48 hours prior to the closing date of the brokered offering.

The gross proceeds of the offering less (i) 50 per cent of the commission (as defined below) to be paid upon closing of the brokered offering and (ii) certain expenses of the agents will be placed into escrow and released to the company, subject to the receipt of all required corporate, shareholder and regulatory approvals in connection with the proposed acquisition, and the completion or satisfaction of all escrow release conditions, as set out in the agency agreement to be entered into among the company and the agents in connection with the brokered offering. Escrow release conditions include: the completion, satisfaction or waiver all conditions precedent to the completion of the acquisition in accordance with the agreement, other than any condition precedent requiring the release of the escrowed funds and such conditions precedent that by their nature are to be satisfied at the closing of the acquisition; all necessary approvals or consents for the completion of the acquisition and the offering, including the issuance of the common shares and warrants upon the exchange of the subscription receipts, and the issuance of the warrant shares upon due exercise of the warrants, having been obtained; delivery of customary legal opinions; the company has available to it all other funds required to complete the company's obligations under the agreement in connection with the acquisition closing; and the company and Raymond James having delivered a joint notice to the subscription receipt agent confirming that the conditions set forth above have been satisfied or waived.

Provided that the escrow release conditions are satisfied or waived (where permitted) prior to 5 p.m. Toronto time on the date that is 120 days after closing of the offering, the remaining 50 per cent of the commission (and any interest earned thereon) and certain expenses of the agents will be released to the agents from the escrowed proceeds and the balance of the escrowed proceeds (together with interest earned thereon) will be released to the company. However, in the event that the escrow release conditions are not satisfied by the release deadline, or if prior to such time, the company advises the agents or announces to the public that it does not intend to satisfy the escrow release conditions, an amount equal to the aggregate issue price of the subscription receipts together with the pro rata portion of any interest earned thereon (net of any applicable withholding tax) will be returned to the holders of the subscription receipts and the subscription receipts and compensation warrants will be cancelled.

The company intends to use the net proceeds from the offering as set out in an attached table.

The offering is expected to close by mid-March, 2026, and is subject to certain conditions, including, but not limited to, the receipt of all necessary approvals, including the approval of the TSX-V.

In connection with the brokered offering, the agents will receive a cash commission equal to 6 per cent of the gross proceeds, 50 per cent of which will be payable on the offering closing date and 50 per cent of which will form part of the escrowed proceeds payable only upon satisfaction of the escrow release conditions. The company will also issue upon satisfaction of the escrow release conditions that number of compensation warrants to the agents equal to 6 per cent of the aggregate number of subscription receipts sold pursuant to the brokered offering. Each compensation warrant will be exercisable for one common share at the issue price of the subscription receipts for a period of 24 months following the conversion of the subscription receipts. The compensation warrants issued to the agents are non-transferable.

In connection with the non-brokered offering, the company may pay finders fees in respect of those purchasers under the non-brokered offering introduced to the company by certain eligible persons. Each finder will receive a cash payment up to 6 per cent of the gross proceeds received by the company from purchasers under the non-brokered offering who were introduced to the company by such finder. Fifty per cent of any fees payable to the finders will be paid at closing of the non-brokered offering and the remaining 50 per cent of the fees payable to the finders will form part of the escrowed proceeds payable only upon satisfaction of the escrow release conditions.

The subscription receipts, the common shares and the common shares issuable upon exercise of the warrants and the compensation options shall be subject to a hold period ending on the date that is four months and one day following the offering closing date as set out in National Instrument 45-102, Resale of Securities.

Shareholder approval

The proposed acquisition and the private placement will each be considered a related-party transaction within the meaning of TSX-V Policy 5.9, Protection of Minority Security Holders in Special Transactions, and MI 61-101. In particular, the proposed acquisition is a related party transaction under MI 61-101 as: (a) Silvercorp is a control person of the company as Silvercorp currently owns an approximately 29.1-per-cent interest in the company, on a non-diluted basis; and (b) Rui Feng is the chief executive officer and chairman of Silvercorp and director of the company. The private placement is a related party transaction under MI 61-101 as a result of the private placement being considered a connected transaction to the proposed acquisition under mi 61-101 and certain insiders of the company are expected to subscribe for subscription receipts pursuant to the offering. The company intends to rely on the exemption from the formal valuation requirements of MI 61-101 provided under Section 5.5(b) of MI 61-101 on the basis that no securities of the company are listed or quoted on certain specified exchanges and the company intends on seeking minority approval of the proposed acquisition and offering as required by Section 5.6 of MI 61-101 at the meeting. For the purposes of determining minority approval at the meeting, the proposed acquisition and offering must be approved by a majority of the votes cast by holders of common shares at the meeting (present in person or by proxy), excluding the voting of any shares held by Silvercorp and its insiders and those insiders of the company who participate in the offering.

Disinterested shareholder approval is also required in connection with the proposed acquisition under TSX-V Policy 5.3, Acquisitions and Dispositions of Non-Cash Assets, since: (a) the issuance to the vendors of the consideration shares will exceed 10 per cent of the company's outstanding shares on a non-diluted basis prior to the proposed acquisition; and (b) the company has not provided evidence of value to the TSX-V in method prescribed by the TSX-V in respect of the value of the Santa Barbara project in connection with the proposed acquisition. Accordingly, the company will seek disinterested shareholder approval of the proposed acquisition at the meeting. For the purposes of determining disinterested shareholder approval at the meeting, the proposed acquisition must be approved by a majority of the votes cast by holders of common shares at the meeting (present in person or by proxy) excluding the voting of any shares held by non-arm's-length parties (as defined in the policies of the TSX-V) to the company, being Silvercorp and any associates or affiliates of Silvercorp (each as defined in the policies of the TSX-V).

Qualified person

This news release has been reviewed and approved by Alex Zhang, director of the company, who is the designated qualified person for the company.

About Tincorp Metals Inc.

Tincorp Metals is a mineral exploration company that has entered into a definitive agreement with Silvercorp to acquire Santa Barbara Metals, which holds a 100-per-cent interest in the Santa Barbara gold-copper project in the Zamora copper-gold belt of southeastern Ecuador. The company also owns 100 per cent of the Porvenir project and has signed an agreement to acquire a 100-per-cent interest in the nearby SF project, both located 70 km southeast of Oruro, Bolivia.

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