Tincorp Metals to acquire Skukum Gold Project by Blue Jay Gold
Tincorp Metals Inc. [TSXV: TIN; OTCQX: TINFF] and Blue Jay Gold Corp., a private reporting issuer recently spun out of Riverside Resources Inc., reported that the parties have entered into a binding share purchase agreement dated June 3, 2025 for the proposed sale of Tincorp’s wholly owned subsidiary, Whitehorse Gold (Yukon) Corp. Whitehorse Gold holds a 100% interest in the Skukum Gold Project located in Yukon Territory, Canada.
“The Blue Jay team is thrilled to be assuming stewardship of the Skukum Au-Ag Project, a large-scale, high potential asset spanning approximately 170 km2,” said Geordie Mark, CEO of Blue Jay Gold Corp. Mr. Mark continued, “The project already hosts close to one million ounces of gold-equivalent resources and benefits from excellent existing infrastructure, which positions us well to advance it efficiently and responsibly. This acquisition aligns perfectly with our philosophy of conducting greenfields exploration in brownfields environments, similar to our current portfolio of projects in Ontario, where we see real opportunity to unlock value through focused, cost-effective work.
“In our view, Canada is the best mining jurisdiction in the world, and securing a project of this calibre in the Yukon is a major win for Blue Jay. We believe this is a timely and strategic investment that will not only create long-term value for our shareholders but also contribute meaningfully to the local economy and broader stakeholder base.”
“This transaction represents an important step forward in Tincorp’s strategy to sharpen our focus on our Bolivian projects and pursue new exploration and acquisition opportunities,” said Victor Feng, Interim CEO of Tincorp. “It also ensures that the Skukum Gold Project is transferred to a steward looking to undertake responsible exploration in the Yukon. At the same time, the Transaction allows us to retain potential upside exposure to the Project through a prospective equity interest in Blue Jay, a company focused on conducting lower-cost, responsible exploration across its gold projects in Ontario and now the Yukon.”
Under terms of the agreement, at closing of the transaction, Blue Jay, will pay C$300,000 cash and/or equity, at Blue Jay’s election, to Tincorp. Another C$275,000 cash and/or equity payment will be made by Blue Jay to Tincorp on the one-year anniversary of the closing of the agreement. Blue Jay previously advanced a C$25,000 cash deposit to Tincorp upon the execution of a letter of intent in respect of the Transaction.
In addition, Blue Jay has agreed to pay an incentive payment comprised of $5/oz of gold equivalent (AuEq) in excess of a cumulative total of 2 million ounces AuEq identified on the project within five years of the closing date of the transaction.
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 five-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.
Completion of the transaction is currently expected in the third quarter 2025. The agreement provides for a termination fee of $50,000, payable to Tincorp in certain limited circumstances. The transaction is subject to the satisfaction or waiver of a number of conditions including the completion of a signed mutually agreeable reclamation and closure plan for the Project; Blue Jay securing the capital to satisfy the Security Demand; and other customary conditions for a transaction of this nature. As part of the Transaction, Blue Jay will also be assuming responsibility for the reclamation of the project area. On-site infrastructure included as part of this reclamation feature a 50-man camp previously used for exploration, the geological logging facilities and office, the process plant, and exploration roads which together comprise the outstanding ~C$2.93 million security demand tabled by the Yukon Government to Tincorp.
“Historic sites of past operations present meaningful opportunities for lower-risk discovery alongside project renewal,” continued Geordie Mark. “At Blue Jay, we view concurrent site rehabilitation as an integral part of modern exploration where stewardship, stakeholder engagement and asset advancement go hand in hand. The existing onsite infrastructure, including a 50-man camp, geological facilities, and access roads provides a strong foundation for cost effective exploration. We are committed to upholding our responsibilities, including reclamation obligations, in a manner that supports long-term value creation while aligning with our disciplined approach to capital allocation and community partnerships.”
Tincorp Metals is focusing on tin projects in Bolivia and owns a gold project near Whitehorse, Yukon. The company has signed agreements to acquire a 100% interest in the Porvenir Project and SF Tin Project, which are 70 km southeast of Oruro, Bolivia. The company’s 100%-owned Skukum Gold Project is approximately 84 km south of Whitehorse by road. An independent mineral resource estimate update in respect of the Skukum Gold Project was completed in October 2022.
Blue Jay Gold Corp. is a Canadian gold exploration company focused on greenfield exploration within established brownfields regions in Canada. The company’s primary focus is on Ontario’s prolific Beardmore-Geraldton and Wawa Greenstone Belts, regions known for hosting numerous past-producing and active gold mines.
The company’s flagship asset, the Pichette Project, features extensive banded iron formation trends and high-grade historical gold intercepts, offering near-surface discovery potential.