The board of Tincorp Metals Inc. has issued supplemental disclosure to its management information circular relating to the upcoming annual general and special meeting of Shareholders scheduled for May 5, 2026. The filing provides expanded narrative on the origins, negotiation and finalization of the proposed purchase of the Santa Barbara Project in Ecuador through the Share Purchase Agreement dated February 24, 2026. The Circular and the Share Purchase Agreement are available on SEDAR+ under the Company’s issuer profile.
This supplemental disclosure restates and expands the original “Background to the Transaction” and “Reasons and Benefits” sections to give investors clearer context on how the deal emerged, the commercial logic the Board applied, the role of related parties, and the final structure of consideration. The Company has emphasized that all capitalized but undefined terms in this summary carry the meanings assigned in the Circular.
Table of Contents:
Background and deal genesis
Silvercorp acquired the Santa Barbara Project as part of the arrangement with Adventus that became effective on July 31, 2026, and treated it as a non-core exploration asset. After Tincorp’s disposition of the Skukum Gold project on September 29, 2026, management actively sought a larger, portfolio-defining gold, silver or copper opportunity to complement existing Bolivian tin projects (Porvenir and SF). Through 2026 and 2026 the Company reviewed targets across Latin America, Central Asia, Africa and Europe, engaged in preliminary talks with several public companies, and performed one site visit that did not advance. Discussions also included participation in auctions for central Asia projects but yielded no suitable acquisition.
In January 2026, following Silvercorp’s announcement of other gold project activity in Kyrgyzstan, Silvercorp management, with approval from its independent directors (noting that Dr. Rui Feng and Paul Simpson abstained because of their roles at Tincorp), proposed the Santa Barbara Project as a match for Tincorp. Early management-level terms contemplated staged cash payments totaling approximately US$13.6 million over multiple instalments, issuance of C$6.0 million of Common Shares on closing, and a 1.5% net smelter return royalty (NSR), together with a Concurrent Private Placement to fund closing amounts, initial exploration and working capital.
Valuation, negotiation and board process
The Board elected not to retain an external valuation advisor, concluding that the TSXV rules, the public availability of a historical Technical Report and comparable market transactions provided adequate context to assess fairness. Directors evaluated multiple valuation approaches and acquisition metrics, and discussed structure and price with Raymond James in connection with the Concurrent Private Placement. On February 2, 2026 the proposed transaction summary was circulated to disinterested directors and the matter was the subject of ongoing correspondence between February 4 and February 18, 2026.
Recognizing the related-party nature of the deal, Dr. Rui Feng recused himself from deliberations and formally declared his interest on February 24, 2026, abstaining from the Board vote that approved the transaction. Final terms were agreed in mid-February, with negotiation led on an arm’s-length basis between Lon Shaver (Silvercorp) and Victor Feng (Interim CEO of Tincorp), supported by advisors. The disinterested directors met informally on multiple occasions and, after review, concluded the transaction and the Concurrent Private Placement were in the Company’s and Shareholders’ best interests.
Final commercial terms and optional elements
The negotiated structure provides for staged cash payments of approximately US$13.5 million, issuance of C$6.0 million in Common Shares at closing, and a 1.5% NSR on the Santa Barbara Project. Two-thirds of the NSR (equivalent to 1.0%) may be repurchased by Tincorp for US$10.0 million. The Circular also discloses an election right for the Vendors to accept US$5,500,000 in Common Shares on the third anniversary of closing, assuming maximum issuance mechanics are met. Certain conditions and escrow arrangements apply to protect Shareholder interests and to govern release of funds.
Reasons for the acquisition and shareholder implications
The Board weighed alternatives and determined that the Santa Barbara Project offered the best opportunity to scale the Company’s portfolio. Key rationales included exposure to both gold and copper in Ecuador, a jurisdiction the Board regards as an emerging mining hub; an existing historical mineral resource that can be upgraded with further drilling; proximity to advanced projects such as Fruta del Norte, Warintza and Condor; and physical advantages like road access and an active environmental permit that reduce early-stage development risk.
Governance, approvals and next steps
No special committee was formed because all disinterested directors reviewed the transaction and no materially adverse positions were recorded; however, certain directors abstained from votes where they had interests. The Board approved execution of the Share Purchase Agreement, subject to regulatory approvals and disinterested Shareholder consent. The Acquisition Resolution and Financing Resolution will require a simple majority of votes cast at the Meeting, excluding Excluded Shares for the purposes of MI 61-101 and Policy 5.3 of the TSXV. Investors are encouraged to review the full Circular on SEDAR+ for complete terms and ancillary disclosure.
