VANCOUVER, British Columbia, March 24, 2026 (GLOBE NEWSWIRE) -- Tincorp Metals Inc. ("Tincorp" or the "Company") (TSXV: "TIN") is pleased to announce the closing of its offering (the "Offering") of 43,750,000 subscription receipts (the "Subscription Receipts") at C$0.40 per Subscription Receipt for aggregate gross proceeds of C$17,500,000. The Offering consisted of a brokered private placement of 28,750,000 Subscription Receipts for gross proceeds of C$11,500,000 (the "Brokered Offering") and a concurrent non-brokered private placement of 15,000,000 Subscription Receipts for gross proceeds of C$6,000,000 (the "Non-Brokered Offering"). The Brokered Offering was led by Raymond James Ltd., as sole bookrunner and lead agent, on behalf of a syndicate of agents including ATB Cormark Capital Markets (collectively, the "Agents"), pursuant to an agency agreement dated March 24, 2026 (the "Agency Agreement") between the Company and the Agents, and included the full exercise of the Agents' 15% overallotment option granted pursuant to the Agency Agreement. The Offering was conducted in connection with the Company's previously announced definitive agreement (the "Agreement") with Silvercorp Metals Inc. ("Silvercorp") (NYSE:SVM) and its wholly-owned subsidiary, Adventus Mining Corporation ("Adventus", together with Silvercorp, the "Vendors") to acquire the Santa Barbara Gold-Copper Project in Ecuador (the "Santa Barbara Project"), through the acquisition of the Vendors' wholly-owned subsidiary, Santa Barbara Metals Inc. (the "Proposed Acquisition"). Completion of the Offering is a condition precedent to the closing of the Proposed Acquisition.
Each Subscription Receipt will, upon satisfaction of the Escrow Release Conditions (as defined in the Company's news release dated February 25, 2026), automatically convert into one common share of the Company (a "Common Share") and one-half of one Common Share purchase warrant (each whole warrant, a "Warrant"). Each Warrant entitles the holder to acquire one Common Share at C$0.65 for 24 months from the closing date of the Offering. The Subscription Receipts and underlying securities are subject to a hold period of four months and one day from the closing date of the Offering.
Pursuant to the Agency Agreement, the Agents are entitled to be paid a cash commission equal to 6% of the gross proceeds of the Brokered Offering (the "Agents' Fee"). Of this amount, 50% (or C$345,000) was paid by the Company immediately upon closing of the Offering and the remaining 50% was deposited into escrow with Endeavor Trust Company, as subscription receipt agent, along with the balance of the gross proceeds of the Offering and will be payable to the Agents only upon satisfaction of the Escrow Release Conditions. The Agents are also entitled to receive 1,725,000 non-transferable compensation warrants (the "Compensation Warrants"), being equal to 6.0% of the number of Subscription Receipts sold pursuant to the Brokered Offering, each exercisable at C$0.40 per Common Share for 24 months following conversion of the Subscription Receipts. The Compensation Warrants will be issued to the Agents only upon closing of the Proposed Acquisition.
If the Escrow Release Conditions are satisfied at or prior to July 22, 2026 (the "Escrow Release Deadline"), concurrently with the automatic exchange of the Subscription Receipts for Common Shares and Warrants, the balance of the escrowed proceeds, less the remaining 50% of the Agents' Fee (together with any interest earned thereon, which will be paid to the Agents), will be released to the Company as the net proceeds of the Offering. In the event the Escrow Release Conditions are not satisfied by the Escrow Release Deadline, the aggregate issue price of the Subscription Receipts plus a pro rata share of interest earned thereon will be returned to holders, the Subscription Receipts will be cancelled, and, to the extent ...
