Vancouver, British Columbia — February 25, 2026 — Leads & Copy — Tincorp Metals Inc. (TSXV: TIN) has announced it has entered into a share purchase agreement with Silvercorp Metals Inc. (TSX: SVM) (NYSE American: SVM) and its subsidiary, Adventus Mining Corporation, to acquire the Santa Barbara Gold-Copper Project in southeastern Ecuador.
Under the agreement, Tincorp will acquire the project, located in the Zamora Copper-Gold Belt, through the acquisition of Santa Barbara Metals Inc., a wholly-owned subsidiary of the vendors.
Tincorp Interim CEO Victor Feng stated the acquisition of the gold-copper asset is a beneficial transaction for shareholders, providing exposure to gold and copper in Ecuador. He added the company plans to upgrade and expand the known resource through future drill programs.
The Santa Barbara Gold-Copper Project is located in the Zamora-Chinchipe Province, approximately 76 kilometers east of the city of Zamora, at a low elevation of 1,000-1,100 meters. Access to the project is roughly a four-hour drive from the nearest airport at Catamayo city via paved and dirt roads. The project holds a valid environmental permit for exploration and drilling activities across six concessions covering 52 square kilometers.
The project is located 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.
Multiple mineral resource estimates have been completed following staged drilling programs by previous companies, outlining a bulk tonnage gold-dominated porphyry gold-copper deposit. The latest mineral resource estimate for the project was completed in 2021 by Luminex Resources.
The project is located within the Zamora Copper-Gold Metallogeny Belt, which hosts deposits such as the Fruta del Norte epithermal gold deposit, the Mirador porphyry copper-gold deposit, the Warintza copper-moly deposit, and the Condor epithermal gold deposit. Gold and copper mineralization at Santa Barbara is hosted in alkalic basaltic andesite and porphyritic diorite dykes.
The mineralized zone has dimensions of 1.2 km north-south, 500 m east-west, and extends to a depth of more than 500 m. The project remains open in all directions and at depth.
Modern mineral exploration at the project began in the late 1980s. From 1988 to 2018, previous owners conducted surface programs including geological mapping, soil and stream sediment sampling, outcrop rock chip sampling, surface trenching, and ground magnetic and induced polarization surveys. A total of 22,027 m of diamond drilling in 56 holes were completed by various owners from 1999 until 2018.
Tincorp 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, and obtain fresh drill core to further understand the mineralization controls and metallurgy at Santa Barbara.
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 15,000,000 common shares of Tincorp at a deemed price of C$0.40 per share at Acquisition Closing, representing consideration of C$6,000,000 and paying an additional US$13.5M to the Vendors in four installments. The Consideration Shares are expected to be subject to applicable resale restrictions.
As part of the agreement, the vendors will also receive a 1.5% net smelter return (NSR) royalty on the project. Tincorp will have the option to repurchase two-thirds of this NSR royalty (a 1% NSR royalty) in exchange for US$10 million.
The agreement provides that completion of the proposed acquisition is subject to several conditions including, among other things: completion of a concurrent financing; receipt of all regulatory approvals and third-party consents, including TSXV approval; receipt of required shareholder approvals; and completion of customary closing conditions.
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 TSXV.
The Company further announced 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 private placement of up to 25,000,000 subscription receipts of the Company at a price of C$0.40 per Subscription Receipt for aggregate gross proceeds to the Company of up to C$10,000,000.
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 C$6,000,000 for a combined total gross proceeds of up to C$16,000,000. The Offering is being conducted in conjunction with the Company’s Proposed Acquisition.
Each Subscription Receipt shall, upon satisfaction of the Escrow Release Conditions 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 C$0.65 per Common Share at any time up to 24 months from the closing date of the Offering.
The Company intends to use the net proceeds from the Offering for the Santa Barbara Project Phase 1 Drill Program, Santa Barbara Project Potential Phase 2 Drill Program, 1st Year Anniversary Cash Payment to the Vendors pursuant to the Agreement, Upfront Cash Payment to the Vendors pursuant to the Agreement, General & Administrative , Ecuador Operations and Acquisition Related Expenses.
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 TSXV.
Alex Zhang, Director of the Company and qualified person for the Company, has reviewed and approved this news release.
Tincorp Metals Inc. is a mineral exploration company which has entered into a definitive agreement with Silvercorp to acquire Santa Barbara Metals Inc. which holds a 100% interest in the Santa Barbara Gold-Copper Project in the Zamora Copper-Gold Belt of southeastern Ecuador. The Company also owns 100% of the Porvenir Project and has signed an agreement to acquire a 100% interest in the nearby SF Project, both located 70 km southeast of Oruro, Bolivia.
Source: Tincorp Metals Inc.
