Mr. Matthew Roma reports

ZINCORE, TO BE RENAMED GOLDEN CROSS RESOURCES, PROVIDES UPDATE ON ACQUISITION OF REEDY CREEK AND PROVIDENCE GOLD PROJECT AND CONCURRENT FINANCING

Zincore Metals Inc. has provided an update on its proposed acquisition of the Reedy Creek and Providence gold projects in Victoria, Australia, from Great Pacific Gold Corp. (the vendor), as previously disclosed in the company's news release dated Dec. 3, 2024, and has discussed the terms of a non-brokered private placement of subscription receipts to be completed in connection with the acquisition.

The project

The project comprised two tenements covering an area of 445 square kilometres located approximately 10 km northeast of Southern Cross' Sunday Creek discovery in central Victoria, Australia.

The project land package includes the historic Reedy Creek goldfield and Welcome Reef/Providence project. Exploration to date has identified potential for epizonal gold mineralization akin to the Fosterville and Costerfield operating mines to the west. Despite limited modern exploration, recent drilling by Great Pacific Resources between 2021 and 2024 has returned significant gold mineralization along a recently defined northwest-southeast gold-in-soil geochemical anomaly. Readers are cautioned that the company has not independently verified information on nearby or adjacent properties and that they are not necessarily indicative of the mineralization on the project.

Update on proposed transaction

As previously announced, the company entered into a share purchase agreement dated effective Dec. 3, 2024, among the company, the vendor and 1513609 B.C. Ltd., a wholly owned subsidiary of the vendor (B.C. Subco), pursuant to which, subject to regulatory approval, the company will acquire 100 per cent of the issued and outstanding shares of B.C. Subco (the proposed transaction), which will hold, through an Australian subsidiary, a 100-per-cent interest in and to the project.

The company has made its initial filings with the TSX Venture Exchange to seek conditional acceptance of the proposed transaction and is continuing to work diligently toward the completion of the proposed transaction expected to take place in March, 2025. The company is please to provide the following updates on the proposed transaction.

Fundco acquisition

In connection with the proposed transaction, 1512736 B.C. Ltd. (Fundco) was established by certain investors to finance the $500,000 cash deposit payable to the vendor on behalf of the company upon the execution of the definitive agreement and to finance other expenses relating to the proposed transaction. On Dec. 6, 2024, Fundco completed a private placement of 4,856,667 units at a price of 12 cents per Fundco unit for gross proceeds of $582,800. Each Fundco unit consisted of one common share and one common share purchase warrant, each exercisable at 25 cents per share for a period of 24 months from the date of issuance.

On Dec. 6, 2024, the company entered into a securities exchange agreement (the SEA) with Fundco and each of the securityholders of Fundco, pursuant to which, concurrent with and subject to the completion of the proposed transaction, the company will acquire 100 per cent of the issued and outstanding securities of Fundco. Pursuant to the terms of the SEA, securityholders of Fundco will receive one postconsolidation common share (as defined herein) for each Fundco share held and warrantholders of Fundco will receive one warrant to purchase a postconsolidation common share for each Fundco warrant, each exercisable at 25 cents per postconsolidation common share for a period of 24 months from the date of issuance. In connection with the completion of the Fundco acquisition, the company will issue to the holders of Fundco securities an aggregate of 4,856,667 postconsolidation common shares and 4,856,667 warrants to acquire postconsolidation common shares. The Fundco acquisition remains subject to the approval of the exchange.

The Fundco acquisition will constitute a related party transaction (as such term is defined in the policies of the exchange) of the company, as associates (as such term is defined in the policies of the exchange) of Matthew Roma (chief executive officer and a director of the company) and Darryl Cardey (a director of the company), participated in the Fundco financing and will receive an aggregate of 750,000 postconsolidation common shares and warrants to purchase 750,000 postconsolidation common shares pursuant to the Fundco acquisition. The participation of such associates in the Fundco acquisition may, in each case, constitute a related party transaction under Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions. The company is relying on the exemptions from the valuation requirement and the minority approval requirement set out in subsections 5.5(a) Fair Market Value Not More than 25% of Market Capitalization and 5.7(1)(a) Fair Market Value not More than 25% of Market Capitalization, of MI 61-101, respectively.

Consolidation

On or prior to the closing of the proposed transaction, the company will complete a consolidation of its issued and outstanding common shares (the preconsolidation common shares in the authorized structure of the company being referred to as, the common shares) on the basis of one new common share in the authorized structure of the company (the postconsolidation common shares) for each 2.5 old common shares. The company currently has 43,663,174 common shares issued and outstanding, and following the consolidation, the company will have approximately 17,465,269 postconsolidation common shares issued and outstanding, prior to rounding for fractional shares. The consolidation remains subject to the approval of the exchange. The company will issue a further news release upon receiving exchange approval, announcing the effective date of the consolidation.

Name change

It is anticipated that concurrent with the completion of the proposed transaction the company will change its name to Golden Cross Resources Inc. The company will issue a further news release upon receiving exchange approval, announcing the effective date of the name change.

Director appointment

In connection with closing of the proposed transaction, the company expects to appoint Nicholas Rowley as an additional independent director. Mr. Rowley is an experienced corporate executive with a strong financial background with over 16 years of experience specializing in marketing and sales of various raw materials, corporate advisory, M&A (merger and acquisition) transactions, and equities markets. Mr. Rowley's most recent position was director -- corporate development of Australian Securities Exchange-listed lithium company, Galaxy Resources Ltd. Mr. Rowley through this role saw the implementation and closing of a $6-billion merger with Orocobre Ltd., to create the world's fifth-largest lithium producer Allkem in mid-2021 to be acquired by Rio Tinto in 2025.

Concurrent financing

In connection with the proposed transaction, the company will complete a non-brokered private placement of up to 29 million subscription receipts of the company at a price of 15 cents per subscription receipt for aggregate gross proceeds of up to $4.35-million. Upon satisfaction of certain release conditions, which include the completion of the proposed transaction, each subscription receipt will be deemed to be exercised, without payment of any additional consideration and without further action on the part of the holder thereof, for one postconsolidation common share, and the escrowed subscription funds will be released to the company. The company may pay finders' fees in connection with the concurrent financing, in accordance with the policies of the exchange.

The proceeds of the concurrent financing will be used to finance (i) expenses of the proposed transaction and the concurrent financing, (ii) the exploration and development of the project, and (iii) working capital requirements of the company following completion of the proposed transaction. The concurrent financing remains subject to the approval of the exchange.

Assuming that the that the concurrent financing is fully subscribed, there will be: (i) approximately 58,171,936 postconsolidation common shares issued and outstanding upon completion of the proposed transaction and the concurrent financing; (ii) the Zincore shareholders will hold approximately 17,465,269 postconsolidation common shares, representing approximately 30.02 per cent of the issued and outstanding postconsolidation common shares; (iii) the vendor will hold six million postconsolidation common shares, representing approximately 10.31 per cent of the issued and outstanding postconsolidation common shares; (iv) former Fundco securityholders will hold 4,856,667 postconsolidation common shares, representing approximately 8.35 per cent of the issued and outstanding postconsolidation common shares; (v) an arm's-length finder for the proposed transaction will hold 850,000 postconsolidation common shares, representing approximately 1.46 per cent of the issued and outstanding postconsolidation common shares, and (vi) investors in the concurrent financing will hold 29 million postconsolidation common shares, representing approximately 49.85 per cent of the of the issued and outstanding postconsolidation common shares, in each case on a non-diluted basis.

For additional details regarding the proposed transaction and the project, please see the company's news release dated Dec. 4, 2024, which is available under the company's SEDAR+ profile.

About Zincore Metals Inc.

Zincore is a Vancouver-based company, with common shares which trade on the NEX board of the exchange under the symbol ZNC.H.

We seek Safe Harbor.