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Tincorp Metals Inc. Proxy Solicitation & Information Statement 2026

Apr 14, 2026

47982_rns_2026-04-14_88d7e073-d027-4ccc-9653-cf12c275a6a3.pdf

Proxy Solicitation & Information Statement

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ENDEAVOR TRUST CORPORATION

Suite 702 - 777 Hornby Street

Vancouver, BC, V6Z 1S4 Canada

Tincorp Metals Inc.

Security Class: Common Shares

Tincorp Metals Inc.

Suite 1750 – 1066 West Hastings Street

Vancouver, British Columbia, V6E 3X1

Canada

Voting Instruction Form (“VIF”)

Annual General & Special Meeting of the Common Shareholders

to be held on Tuesday, May 5, 2026 (the “Meeting”)

This VIF is solicited by and on behalf of the management of Tincorp Metals Inc. (the “Company”)

Notes to VIF

We are sending to you the enclosed proxy-related materials that relate to the meeting of the holders of the series or class of securities that are held on your behalf by your intermediary. Unless you attend the Meeting and vote in person, your securities can be voted only by the management, as proxy holder of the registered holder, in accordance with your instructions.

Every holder has the right to appoint some a person of their choice, who need not be a holder, to attend and act on their behalf at the Meeting or any adjournment or postponement thereof. If you wish to appoint a person or company other than the persons whose names are printed herein, please insert the name of your chosen appointee in the space provided on the reverse.

Should you wish to attend the Meeting and vote in person, please write your name in the place provided for that purpose in the VIF which will grant you the right to attend the Meeting and vote in person.

We are prohibited from voting these securities on any of the matters to be acted upon at the Meeting without your specific voting instructions. In order for these securities to be voted at the Meeting, it will be necessary for us to have your specific voting instructions. Please complete and return the information requested in this form to provide your voting instructions to us promptly.

This VIF should be signed in the exact manner as the name(s) appears on the VIF. If these voting instructions are given on behalf of a body corporate, set out the full legal name of the body corporate, the name and position of the person giving voting instructions on behalf of the body corporate and the address for service of the body corporate.

If this VIF is not dated, it will be deemed to bear the date on which it is mailed by the management to the holder.

By providing voting instructions as requested, you are acknowledging that you are the beneficial owner of, and are entitled to instruct us with respect to the voting of, these securities.

If you appoint the Management Nominees, as defined herein, to vote your securities, they will vote in accordance with your instructions or, if no instructions are given, in accordance with the Management Voting Recommendations highlighted for each resolution overleaf. If you appoint someone else to vote your securities, they will also vote in accordance with your instructions or, if no instructions are given, as they in their discretion choose.

This VIF confers discretionary authority in respect of amendments or variations to matters identified in the notice of meeting or other matters that may properly come before the Meeting or any adjournment or postponement thereof.

This VIF should be read in conjunction with the accompanying documentation provided by the management.

VIFs submitted must be received by 10:00 a.m., Pacific Time, on Friday, May 1, 2026 or in the case of any adjournment or postponement of the Meeting not less than 48 hours (Saturdays, Sundays and holidays excepted) before the time of the adjourned or postponed meeting.

VOTING METHODS
MAIL or HAND DELIVERY Endeavor Trust Corporation
702 – 777 Hornby Street
Vancouver, BC V6Z 1S4
FACSIMILE – 24 Hours a Day 604-559-8908
EMAIL [email protected]
ONLINE As listed on Voting Instruction Form

If you vote by FAX, EMAIL or On-Line, DO NOT mail back this VIF.

Voting by mail, fax or by email are the only methods by which a holder may appoint a person other than the Management Nominees named on the reverse of this VIF.


Login information for online voting
www.eproxy.ca
Control Number:
Password:

Appointee(s)

I/We, being the undersigned holder(s) of certain common shares in the capital of Tincorp Metals Inc. hereby appoint: Victor Feng, Interim Chief Executive Officer and VP, Corporate Development of the Company, or, failing this person, Lorne Waldman, Chair and Director of the Company, (the "Management Nominees").

OR

If you wish to attend in person or appoint someone else other than the Management Nominees listed herein, print your name or the name of your appointee in this space.

as my/our appointee with full power of substitution and to attend, act and to vote for and on behalf of the shareholder in accordance with the following direction (or if no directions have been given, as the appointee sees fit) and all other matters that may properly come before the annual general and special meeting of shareholders of Tincorp Metals Inc. to be held at Suite 1750 - 1066 West Hastings Street, Vancouver, BC, V6E 3X1 on Tuesday, May 5, 2026 at 10:00 a.m., Pacific Time, and at any adjournment or postponement thereof.

MANAGEMENT VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.

1. Number of Directors Fm Against
The number of Directors shall be set to 5 (five);
2. Election of Directors Fm Withhold
i) Lorne Waldman
ii) Bhakti Pavani
iii) Yongming (Alex) Zhang
iv) Victor Feng
v) Lon Shaver
3. Appointment of Auditor Fm Withhold
To appoint Deloitte LLP as auditor of the Company for the ensuing year and to authorize the directors to fix their remuneration;
4. Confirmation of Omnibus Equity Incentive Plan Fm Against
To confirm the Company's omnibus equity incentive plan, as more fully described in the management information circular of the Company dated April 2, 2026 (the "Circular") under the heading "Particulars of Matters to Be Acted Upon – Confirmation of Omnibus Equity Incentive Plan";
5. Approval of Acquisition of Santa Barbara Project Fm Against
To consider, and if deemed advisable, to pass, with or without variation, an ordinary resolution (the "Acquisition Resolution"), the full extent of which is set forth in Schedule "A" to the Circular, authorizing and approving the Company's acquisition of all the issued and outstanding shares of Santa Barbara Metals Inc. ("Santa Barbara"), a wholly owned indirect subsidiary of Silvercorp Metals Inc., which will hold the assets comprising the Santa Barbara Gold-Copper project located in the Zamora Copper-Gold Belt in southeastern Ecuador, and to enter into any further agreements and take any further actions as required to complete the transaction as contemplated in the share purchase agreement dated February 24, 2026, all as more particularly described in the Circular; and
6. Approval of Private Placement Fm Against
To consider and, if thought advisable, to pass, with or without variation, an ordinary resolution (the "Financing Resolution"), the full extent of which is set forth in Schedule "A" to the Circular, approving the issuance of 43,750,000 subscription receipts of the Company (the "Subscription Receipts") at a price of $0.40 per Subscription Receipt for aggregate gross proceeds to the Company of up to $17,500,000, including the issuance of such number of Subscription Receipts purchased by Mr. Rui Feng, Mr. Lorne Waldman and Mr. Alex Zhang, each an insider of the Company, all as more particularly described in the Circular.

Authorized Signature(s) – This section must be completed for your instructions to be executed.

I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any VIF previously given with respect to the Meeting.

If no voting instructions are indicated above, this VIF will be voted as recommended by management.

Signature(s)

Print Name(s) & Signing Capacity(ies), if applicable

Date (MM-DD-YY)
THIS VIF MUST BE DATED

Financial Statements Request

In accordance with securities regulations, holders may elect annually to receive financial statements, or a notice advising how to access financial statements, if they so request. If you wish to receive such mailings, please mark your selection.

Interim Financial Reports – Mark the box to the right if you would like to RECEIVE interim financial statements and accompanying management's discussion & analysis by mail.

Annual Financial Report – Mark the box to the right if you would like to RECEIVE annual financial statements and accompanying management's discussion and analysis by mail.

To request the receipt of future documents via email, you may contact Endeavor Trust Corporation at [email protected].