•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
Tincorp Metals Inc. (TSXV: TIN) has completed its acquisition of Santa Barbara Metals Inc., a wholly owned subsidiary of Silvercorp Metals Inc. (TSX: SVM) (NYSE American: SVM), and Adventus Mining Corporation (together with Silvercorp, the “Vendors”). The acquired holding company owns a 100% interest in the Santa Barbara Gold-Copper Project in the Zamora Copper-Gold Belt of southeastern Ecuador.
Victor Feng, Interim CEO of Tincorp, said the closing marks the start of a new chapter for the company, adding that the Santa Barbara asset is a large-scale gold-copper porphyry system with an existing resource and exploration upside.
All conditions precedent to closing were satisfied, including prior approval from the TSX Venture Exchange and disinterested shareholder approval under TSXV Policy 5.3. Minority approval under Multilateral Instrument 61-101 was also obtained at Tincorp’s annual general and special meeting held on May 5, 2026.
As part of the closing, Tincorp paid and issued consideration to the Vendors, and entered into royalty and security arrangements.
In connection with closing, escrow release conditions for Tincorp’s previously announced offering were satisfied. The aggregate gross proceeds of C$17,500,000 raised from 43,750,000 subscription receipts were released from escrow and the subscription receipts automatically converted into 43,750,000 common shares and 21,875,000 common share purchase warrants.
The acquisition and the offering each constitute related-party transactions under TSXV Policy 5.9 and MI 61-101 because Silvercorp is a controlling shareholder of Tincorp and certain Silvercorp officers and directors are represented on Tincorp’s board.
The offering was also described as a connected transaction in relation to the acquisition and due to insider participation. Insiders subscribed for a total of 10,175,000 subscription receipts for aggregate gross proceeds of C$4,070,000.
For the purposes of obtaining disinterested shareholder and minority approvals, votes attached to 30,998,212 common shares—representing approximately 43.53% of the total issued and outstanding common shares as of the record date—were excluded from the resolutions approving the acquisition and the offering. Dr. Rui Feng, a director at the time of the meeting and also Chief Executive Officer and Chairman of Silvercorp, recused himself from board deliberations and resolutions related to the acquisition.
Tincorp’s Ecuadorian operating subsidiary, Corporación FJTX Exploration S.A. (“FJTX”), already holds title to the majority of the Santa Barbara Project mining concessions. Registration of the transfer of the remaining concessions from Condormining Corporation S.A.S (“Condormining”) to FJTX requires post-closing approval from Ecuador’s Ministry of Environment and Energy (the “Ministry”).
Tincorp said it has initiated the transfer registration process and, because the transferred concessions are in good standing and patentes (conservation fees) and tasas mineras have been paid, it does not consider there to be material risk that the Ministry will not approve the transfer or that registration will not be completed.
In the event of a delay, Condormining will continue to hold the relevant rights in trust for Tincorp and will grant easements providing access and use rights for development and operation of the Santa Barbara Project until registration is completed.
The release was reviewed and approved by Alex Zhang, a director of Tincorp and the company’s designated qualified person.
Tincorp stated that the Santa Barbara Project is a large-scale porphyry system hosting an NI 43-101 mineral resource estimate (SRK Consulting, effective March 23, 2026):
The company noted that the release contains forward-looking statements, including statements regarding the future consideration payable to the Vendors, expected benefits of the acquisition, mineral resource estimates, and the Ministry’s approval process for the transfer of the transferred concessions and related easements.
Premium gym chains are entering a “golden era” that is ending or already in decline, as rising operating costs collide with shifting consumer preferences toward more flexible, community-based ways to exercise. Long-term memberships are shrinking, margins are pressured by higher rents and facility expenses, and competition from smaller, more personalized…
