Mr. Matthew Roma reports
ZINCORE, TO BE RENAMED GOLDEN CROSS RESOURCES, ANNOUNCES FILING OF TECHNICAL REPORT AND TIMING OF NAME CHANGE AND CONSOLIDATION
Zincore Metals Inc. has filed a technical report with an effective date of Jan. 1, 2025, in respect of the Reedy Creek and Providence gold projects in Victoria, Australia. The technical report was prepared in connection with the company's proposed acquisition of the project from Great Pacific Gold Corp., as previously disclosed in the company's news releases dated Dec. 3, 2024, Feb. 13, 2025, and March 12, 2025. The technical report was completed pursuant to the Canadian Securities Administrators' National Instrument 43-101 and was written by independent qualified person Kell Nielsen, BSc (geology), MSc (mining economics), FAusIMM, of Mannika Resources Group Pty. Ltd. The technical report is available under the company's SEDAR+ profile.
Name change and consolidation
The company is also pleased to announce that it will implement the previously announced consolidation of its issued and outstanding common shares on the basis of one new common share in the authorized structure of the company for each 2.5 old common shares, effective as of April 15, 2025. Concurrent with the consolidation, the company will also change its name from Zincore Metals to Golden Cross Resources Inc.
The consolidation and the name change are being completed in connection with the proposed transaction (as defined herein). 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, which will hold, through an Australian subsidiary, a 100-per-cent interest in and to the project.
Following the completion of the proposed transaction, the company's postconsolidation common shares are expected to commence trading on the TSX Venture Exchange under the new name and new ticker symbol, AUX. The new Cusip number of the postconsolidation common shares will be 380887109 and the new ISIN (international securities identification number) of the postconsolidation common shares will be CA3808871097.
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 (excluding any shares to be issued in connection with the proposed transaction). No fractional postconsolidation common shares will be issued in connection with the consolidation. In the event a holder of common shares would otherwise be entitled to receive a fractional postconsolidation common share in connection with the consolidation, the number of postconsolidation common shares to be received by such shareholder will be rounded down to the next whole number if that fractional postconsolidation common share is less than one-half of a postconsolidation common share and will be rounded up to the next whole number if that fractional postconsolidation common share is equal to or greater than one-half of a postconsolidation common share.
Registered shareholders that hold physical common share certificates will receive a letter of transmittal requesting that they forward such common share certificates to the company's transfer agent, Olympia Trust Company, for exchange for new certificates representing postconsolidation common shares. Shareholders who hold their common shares through a broker or other intermediary and do not have common shares registered in their own name will not be required to complete a letter of transmittal.
For additional details regarding the proposed transaction and the project, please see the company's news releases dated Dec. 3, 2024, Feb. 13, 2025, and March 12, 2025, which are 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.
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