Tincorp Metals IncTSXV: TIN

Q1-2026 Financial Report - Mar 31, 2026 MDA

· Issued by Tincorp Metals Inc


TSXV: TIN OTCPK: TINFF

MANAGEMENT'S DISCUSSION AND ANALYSIS

For the three months ended March 31, 2026

Table of Contents

  1. CORPORATE INFORMATION 3

  2. PROJECTS OVERVIEW 4

  3. REVIEW OF FINANCIAL RESULTS 6

  4. LIQUIDITY AND CAPITAL RESOURCES 7

  5. RELATED PARTY TRANSACTIONS 8

  6. OFF-BALANCE SHEET ARRANGEMENTS 9

  7. ACQUISITION OF SANTA BARBARA PROJECT 9

  8. MATERIAL ACCOUNTING POLICIES AND ESTIMATES 10

  9. NEW ACCOUNTING STANDARDS ISSUED BUT NOT YET EFFECTIVE 10

  10. FINANCIAL INSTRUMENTS 11

  11. OUTSTANDING SHARE DATA 12

  12. RISK FACTORS 13

  13. QUALIFIED PERSONS 24

FORWARD LOOKING STATEMENTS 24

DATE OF REPORT: May 26, 2026

This Management's Discussion and Analysis ("MD&A") is intended to help the reader understand the significant factors that have affected Tincorp Metals Inc. and its subsidiaries' (collectively, "Tincorp" or the "Company") performance and such factors that may affect its future performance. This MD&A should be read in conjunction with the Company's unaudited consolidated financial statements ("financial statements") as at and for the three months ended March 31, 2026 and the related notes contained therein. The Company reports its financial position, financial performance and cash flows in accordance with the IFRS® Accounting Standards as issued by the International Accounting Standards Board ("IASB"). The Company's material accounting policies are set out in Note 2 of the audited consolidated financial statements for the year ended December 31, 2025. Certain amounts shown in this MD&A may not add exactly to total amounts due to rounding differences.

  1. CORPORATE INFORMATION

    The Company is a mineral exploration and development company previously focusing on tin projects in Bolivia.

    The Company was incorporated under the Business Corporations Act (British Columbia) on November 27, 2019 under the name of "Whitehorse Gold Corp". Effective February 22, 2023, the Company changed its name to Tincorp Metals Inc. The head office, registered address and records office of the Company are located at 1066 Hastings Street, Suite 1750, Vancouver, British Columbia, Canada, V6E 3X1.

    The Company's common shares (each, a "Share" or a "Common Share") are currently listed on the TSX Venture Exchange (the "TSXV") under the symbol "TIN" and on the OTCPK Market under the symbol "TINFF".

    Going Concern

    The unaudited condensed consolidated interim financial statements have been prepared on a going concern basis, which assumes that the Company will be able to continue its exploration activities and operation for the foreseeable future. In making this assessment, management has considered various factors, including the Company's exploration activities, available funding sources and exploration prospects.

    The exploration and evaluation of mineral resources inherently has significant risks, including but not limited to geological uncertainties, regulatory and social challenges, and fluctuations in commodity prices. As a result, there is no certainty that the Company is able to generate positive cash flows from its exploration activities in the near term.

    The Company has a history of negative cash flows from operating activities. The Company had net cash used in operating activities from continuing operations of $52,466 (three months ended March 31, 2025 - net cash used in operating activities of $74,948). As of March 31, 2026, the Company's accumulated deficit amounts to $26,670,468 and its current liabilities exceeds its current assets by $2,157,296. The Company's ability to continue operations in the normal course of business is dependent on several factors, including the exploration of its mineral property, as well as the ability to secure additional financing through the issuance of additional equity or debt.

    However, there can be no assurance that the Company will continue to be successful in obtaining the necessary funding on acceptable terms or that its exploration efforts will result in the discovery of economically viable mineral deposits. In the event that the Company is unable to secure additional financing or achieve its exploration objectives, it may be required to curtail or cease its exploration activities, which could have a material adverse effect on its financial position and results of operations.

    The above conditions, along with other factors, indicate the existence of material uncertainties that may cast significant doubt upon the Company's ability to continue as a going concern. These unaudited consolidated

    financial statements do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary should the Company be unable to continue as a going concern, and any such adjustments may be material.

  2. PROJECTS OVERVIEW

    The continuity schedule of mineral property interest is summarized as follows:

    Cost

    SF Porvenir

    Total

    Balance, January 1, 2025

    Acquisition

    Environmental rehabilitation liabilities

    $

    - $ 4,125,500

    - -

    - -

    $

    4,125,500

    -

    -

    Camp service

    Environmental monitoring Project management and support Impairment of long-lived assets

    - -

    - -

    - 48,656

    - -

    -

    - 48,656

    -

    Foreign currency impact

    - (86,736)

    (86,736)

    Balance, December 31, 2025

    $

    - $ 4,087,420

    $

    4,087,420

    Project management and support

    - 19,751

    19,751

    Foreign currency impact

    - 30,393

    30,393

    Balance, March 31, 2026

    $

    - $ 4,137,564

    $

    4,137,564

    1. Porvenir Project

      In August 2022, the Company, through its wholly owned subsidiary Stannum Metals Corp, entered into a Capital Quotas' Purchase Agreement (the "Porvenir Agreement") to acquire a 100% interest in Minera San Genaro S.R.L ("San Genaro") from its shareholders (the "Porvenir Vendors"). San Genaro's primary asset is one tin-zinc-silver-lead polymetallic mineral project (the "Porvenir Project"), or ATE (Temporary Special Authorization), located in the Oruro Department of Bolivia. The transaction was entered into based on normal market conditions at the amount agreed on by the parties.

      The total consideration to acquire 100% interest in the Porvenir Project is US$1,750,000 and the payment schedule is summarized as follow:

      • US$750,000 upon the signing of the Porvenir Agreement for 51% interest of San Genaro (paid);

      • US$750,000 upon the first anniversary of signing of the Porvenir Agreement for the remaining 49% interest in San Genaro (paid); and

      • US$250,000 on the second anniversary of signing the Porvenir Agreement.

        Pursuant to the Porvenir Agreement, the Company has a right to forfeit unpaid consideration at any time prior to the completion of the payment schedule as stated above. If the Company exercises such right, the Company will return all interests received in San Genaro until that moment to the Porvenir Vendors, and the Porvenir Vendors are not required to repay the payments received to that date.

        Upon signing the Porvenir Agreement in August 2022, the Company paid $973,946 (US$750,000) to the Porvenir Vendors and incurred a total of $17,325 transaction costs. In August 2023, the Company paid $1,016,639 (US$750,000) to the Porvenir Vendors and now owns 100% interest in San Genaro. The acquisition was accounted for an acquisition of assets as the purchase price was concentrated on a single asset. The purchase price, including transaction costs, was solely allocated to mineral property interest.

        In August 2024, the Company and the Porvenir Vendors reached an agreement to reduce the payment on the second anniversary of signing the Porvenir Agreement to $30,000, which was paid in September 2024.

        For the three months ended March 31, 2026, total expenditures of $19,751 (three months ended March 31, 2025 -

        $48,656), were capitalized under the project.

    2. SF Project

In August 2022, the Company, through its wholly owned subsidiary Stannum Metals Corp. ("Stannum"), entered into a confirmation drilling agreement with the shareholders of Sucesoures Pardo LTDA (the "Sucesoures Pardo", "SF Vendors") to conduct a confirmation drill program at a tin-zinc-silver-lead polymetallic mineral project (the "SF Project"), or ATE, located in the Oruro Department of Bolivia, to validate its historical drill hole data for a confirmation drilling payment of US$100,000.

In December 2022, Stannum entered into a Capital Quotas' Purchase Agreement (the "SF Agreement") with the shareholders of Sucesoures Pardo to acquire a 100% interest in Sucesoures Pardo, which primary asset is the SF Project.

The total consideration, including the confirmation drilling payment, to acquire 100% interest in the SF Project is US$3,500,000 and the payment schedule is summarized as follows:

  • US$100,000 to conduct the confirmation drill program (paid);

  • US$1,000,000 upon signing of the SF Agreement for a 100% interest of Sucesoures Pardo (paid);

  • US$1,000,000 on the first anniversary of signing of the SF Agreement; and

  • US$1,400,000 on the second anniversary of signing of the SF Agreement.

The Company paid $1,477,476 (US$1,100,000) to the shareholders of Sucesoures Pardo and acquired 100% interest in Sucesoures Pardo in December 2022. The payments, together with the transaction costs of $376,378, were capitalized as the acquisition costs of the SF Project as Sucesoures Pardo's primary asset is the SF Project.

Pursuant to the SF Agreement, if the Company fails to pay the SF Vendors as per the payment terms and schedule as described above, the Company is required to return all interests in the SF Project to the SF Vendors and the SF Vendors are not required to return the payment received. As a result, the Company decided to fully impair the carrying value of the SF project and an impairment charge of $2,525,691 was recorded in 2023.

Pursuant to an Assignment Agreement dated March 25, 2024, Regiment Metals Corp. ("Regiment") and Minera Estano Bolivia S.A. ("Minera", together with Regiment, collectively, the "Assignees"), the Assignees replaced Stannum as parties to the SF Agreement.

In May 2024, Regiment and Minera reached an agreement with the SF Vendors to amend the payment amount and terms of the SF Agreement as follows:

  • US$100,000 payment to the SF Vendors in December 2024;

  • US$2,085,000 payment to the SF Vendors in December 2025; and,

  • Regiment to hold the SF Vendors harmless with respect to claims for non-compliance or responsibility for the social matters related to the SF project.

During the year ended December 31, 2024, the Company paid US$100,000 to the SF Vendors and recorded this property payment as impairment charges as the SF Project was fully impaired in 2023.

Earlier from Tincorp Metals

All Tincorp Metals news releases