Tincorp Completes Acquisition of the Santa Barbara Gold-Copper Project, Ecuador - Seite 2

Pursuant to the Agreement, the consideration payable to the Vendors for the Acquisition consists of:

1. US$13,500,000 in staged cash payments, consisting of: US$1,500,000 payable on closing; US$2,500,000 on the first anniversary of closing; US$4,000,000 on the second anniversary of closing; and US$5,500,000 on the third anniversary of closing (or, at Silvercorp's election, shares of Tincorp with any share issuance subject to a minimum price of C$0.40 per common share and a maximum issuance of 18,848,500 shares and TSXV approval at the time of issuance);
2. 15,000,000 common shares of the Company at a deemed price of C$0.40 per share, representing aggregate consideration of C$6,000,000 upon closing;
3. the aggregate maximum number of common shares issuable under sections (i) and (ii) is 33,848,500, and any shortfall in the share consideration being payable in cash. For greater clarity, following the issuance of 15,000,000 common shares upon closing, the Company may only issue up to 18,848,500 shares for the third anniversary payment; and
4. the NSR Royalty, as described above.

Concurrent Subscription Receipts Financing

In connection with the closing of the Acquisition, the Escrow Release Conditions (as defined in the Company's news release dated February 25, 2026) applicable to the Company's previously announced offering (the "Offering") of an aggregate of 43,750,000 subscription receipts (each, a "Subscription Receipt") have been satisfied. The aggregate gross proceeds of C$17,500,000 raised pursuant to the Offering have been released from escrow by Endeavor Trust Company, the subscription receipt agent, and the Subscription Receipts automatically converted into an aggregate of 43,750,000 common shares of the Company (each, a "Common Share") and an aggregate of 21,875,000 Common Share purchase warrants (each, a "Warrant"). Each Warrant is exercisable to acquire one Common Share (each, a "Warrant Share") at a price of C$0.65 for a period of 24 months from the closing date of the Offering.

Concurrently, Raymond James Ltd., as lead agent and sole bookrunner, and ATB Cormark Capital Markets (together, the "Agents") have received the remaining 50% (C$345,000) of their aggregate cash commission of C$690,000 from the escrowed proceeds, for a total cash commission equal to 6% of the gross proceeds from the sale of an aggregate of 28,750,000 Subscription Receipts, for gross proceeds of C$11,500,000, comprising the brokered component of the Offering, together with reimbursement of certain expenses. Of the remaining cash commission, C$207,000 was paid to Raymond James Ltd. and C$138,000 was paid to ATB Cormark Capital Markets. The Company has also issued to the Agents an aggregate of 1,725,000 non-transferable compensation warrants, each exercisable to acquire one Common Share (each, a "Compensation Warrant Share") at a price of C$0.40 for a period of 24 months from the date of conversion of the Subscription Receipts. The remaining 50% ($105,900) of finder's fees payable to eligible finders in connection with the sale of an aggregate of 15,000,000 Subscription Receipts, for gross proceeds of C$6,000,000, comprising the non-brokered component of the Offering for total finder's fees of C$211,800 has been released from escrow to three finders: Haywood Securities Inc., Leede Financial Inc., and Valpal Management Consultancy – FZCO.

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