Vancouver, British Columbia--(Newsfile Corp. - March 12, 2025) - Zincore Metals Inc. (TSXV: ZNC.H) (the "Company") is pleased to announce that it has completed its upsized non-brokered private placement of 31,200,930 subscription receipts of the Company (the "Subscription Receipts") at a price of $0.15 per Subscription Receipt for aggregate gross proceeds of $4,680,139.55 (the "Financing").
The Financing was completed in connection with the Company's proposed acquisition of the Reedy Creek and Providence gold projects in Victoria, Australia (collectively, the "Project") from Great Pacific Gold Corp. (the "Vendor"). As previously announced, the Company entered into a share purchase agreement dated effective December 3, 2024 among the Company, the Vendor and 1513609 B.C. Ltd., a wholly-owned subsidiary of the Vendor ("BC Subco"), pursuant to which, subject to regulatory approval, the Company will acquire 100% of the issued and outstanding shares of BC Subco (the "Proposed Transaction"), which will hold, through an Australian subsidiary, a 100% interest in and to the Project.
On or prior to the closing of the Proposed Transaction, the Company will complete a consolidation (the "Consolidation") of its issued and outstanding common shares (the pre-Consolidation common shares in the authorized structure of the Company being referred to as, the "Common Shares") on the basis of one (1) new common share in the authorized structure of the Company (the "Post-Consolidation Common Shares") for each 2.5 old Common Shares. It is also anticipated that concurrent with the completion of the Proposed Transaction the Company will change its name to "Golden Cross Resources Inc." (the "Name Change").
The proceeds of the Financing have been placed into escrow pending closing of the Proposed Transaction. Upon satisfaction of certain release conditions, which include the completion of the Proposed Transaction, each Subscription Receipt will be deemed to be exercised, without payment of any additional consideration and without further action on the part of the holder thereof, for one (1) Post-Consolidation Common Share, and the escrowed subscription funds will be released to the Company. Should the escrow release conditions not be satisfied or waived, or if the Proposed Transaction is not completed, the Subscription Receipts will be cancelled, and the escrowed funds will be returned to subscribers.
In connection with the Financing, upon exercise of the Subscription Receipts, the Company will pay finder's fees to eligible finders consisting of $173,978.97.
The proceeds of the Financing will be used to fund (i) expenses of the Proposed Transaction and the Financing, (ii) the exploration and development of the Project, and (iii) working capital requirements of the Company following completion of the Proposed Transaction. The Financing remains subject to the final approval of the TSX Venture Exchange (the "Exchange"). All securities issued in connection with the Financing are subject to a statutory hold period of four months plus one day in accordance with Canadian securities legislation.
Proposed Officer Appointment
In connection with the closing of the Proposed Transaction, the Company expects to appoint Alan Till as the Company's VP of Exploration. Mr. Till is an exploration geologist with over 17 years of experience in base metals, gold, mineral sands, and graphite. He holds a BSc in Applied Geology from Curtin University, is a Member of the Australasian Institute of Mining and Metallurgy, and a Fellow of the Geological Society of London. He has worked predominantly in Australia and East Africa, with Legend Mining, Moly Mines, and Odin Metals, and has been involved with the discovery and development of a number of economic mineral deposits. Mr. Till was the lead geologist for the discovery of the Mahenge Graphite Deposits for Black Rock Mining in Tanzania.
For additional details regarding the Proposed Transaction and the Project, please see the Company's news releases dated December 4, 2024, and February 13, 2025, which are available under the Company's SEDAR+ profile at www.sedarplus.ca.
All currency references in the news release are in Canadian currency unless otherwise noted.
The securities of the Company referred to in this news release have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws. Accordingly, the securities of the Company may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. This news release does not constitute an offer to sell or a solicitation of any offer to buy any securities of the Company in any jurisdiction in which such offer, solicitation or sale would be unlawful.
About Zincore
Zincore is a Vancouver-based Company, with common shares which trade on the NEX Board of the Exchange under the symbol ZNC.H.
ON BEHALF OF THE BOARD OF DIRECTORS
"Matthew Roma"
Matthew Roma
Chief Executive Officer
For further information, please contact:
Zincore Metals Inc.
Matthew Roma, Chief Executive Officer
matt@rwg.global
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Cautionary Note Regarding Forward Looking Statements
This news release contains certain "forward-looking statements" within the meaning of applicable securities laws. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as "expects" or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "estimates" or "intends" or stating that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved) are not statements of historical fact and may be considered forward-looking statements. Examples of forward-looking statements in this news release include, amongst others, the completion of the Proposed Transaction on the terms described herein or at all, the receipt of all necessary corporate and regulatory approvals (including the approval of the Exchange) for the Proposed Transaction, the completion of the Consolidation, the receipt of Exchange approval for the Consolidation, the completion of the Name Change, the receipt of Exchange approval for the Name Change, the proposed use of proceeds of the Financing and the receipt of final Exchange approval for the Financing. The completion of these transaction is based on a number of assumptions, including that all conditions precedent of the Proposed Transaction will be met or waived. There is no assurance that the Proposed Transaction will be completed on the terms set forth in this news release, or at all. These forward-looking statements are subject to a variety of risks and uncertainties which could cause actual events or results to materially differ from those reflected in the forward-looking statements. Except as required by applicable securities laws, the Company undertakes no obligation to update these forward-looking statements in the event that management's beliefs, estimates or opinions, or other factors, should change.
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/244374
