Tincorp Completes Sale Of Skukum Gold Project To Blue Jay Gold

(MENAFN- Newsfile Corp) Vancouver, British Columbia--(Newsfile Corp. - September 30, 2025) - Tincorp Metals Inc. (TSXV: TIN) (OTCQB: TINFF) ("Tincorp" or the "Company") is pleased to announce that it has completed the previously announced sale (the "Transaction") of Tincorp's wholly owned subsidiary, Whitehorse Gold (Yukon) Corp. ("Whitehorse Gold") to Blue Jay Gold Corp. ("Blue Jay"), a private reporting issuer recently spun out of Riverside Resources Inc. The Transaction closed on September 29, 2025. Whitehorse Gold holds a 100% interest in the Skukum Gold Project (the "Project") located in Yukon, Canada.

Under the terms of the share purchase agreement between the parties (the "Agreement"), the total consideration payable by Blue Jay for the acquisition of the shares of Whitehorse Gold was structured as two payments: (i) at closing, Blue Jay issued 500,000 common shares of Blue Jay and 250,000 common share purchase warrants (each, a "Warrant"), having an aggregate value of $300,000; and (ii) $275,000, payable in cash and/or shares at Blue Jay's election, is to be paid to Tincorp on the first anniversary of the closing date. Each Warrant entitles the Company to acquire one additional common share at an exercise price of $0.90 per share for a period of two years from the date of issuance, subject to certain acceleration provisions. A $25,000 cash deposit previously advanced by Blue Jay upon execution of the letter of intent has been credited towards the total purchase price. Blue Jay has also assumed the security demand obligations related to the Project (the "Security Demand").

In addition, Blue Jay has agreed to pay an incentive payment comprised of $5 per ounce of gold equivalent ("AuEq") in excess of a cumulative total of 2 million ounces AuEq identified on the Project within 5 years of the closing date of the Transaction, as determined based on an updated technical report to be prepared in accordance with National Instrument 43-101 - Standards of Disclosure for Mineral Projects by Blue Jay. The incentive amount payable by Blue Jay will be paid in cash and/or shares at Blue Jay's discretion within 90 days of the 5 -year anniversary of the closing date and is subject to adjustment based on remediation expenditures incurred by Blue Jay in excess of the amount of the Security Demand.

"The closing of this deal marks a significant step in Tincorp's continued shift toward pursuing new growth opportunities," said Victor Feng, Interim CEO of Tincorp. "We are pleased that the Skukum Gold Project is in the hands of a company committed to advancing exploration in the Yukon responsibly. This transaction also gives Tincorp the ability to participate in any future success at Skukum through our prospective equity position in Blue Jay, which is expanding its portfolio of gold projects in Ontario and now the Yukon."

About Tincorp

Tincorp Metals Inc. is a mineral exploration company focused on tin projects in Bolivia. The Company owns 100% of its 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.

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