Zincore Metals Inc.

Zincore Metals Inc.

June 28, 2013 16:30 ET

Zincore Announces Details of Special Meeting of Shareholders

VANCOUVER, BRITISH COLUMBIA--(Marketwired - June 28, 2013) - Zincore Metals Inc. (TSX:ZNC)(LMA:ZNC) ("Zincore", the "Company") announces that it will hold a special meeting of shareholders 9:00 am (PDT), Thursday, August 8th at the Walker Room, Terminal City Club, 837 West Hastings Street, Vancouver, BC. At this meeting the Company's shareholders will vote on three issues: permitting the Company to issue shares in lieu of cash for up to C$250,000 of certain management fees and salaries, consolidating the Company's shares by a ratio of up to 6 existing shares for 1 new share, and approving the possible conversion of the US$2 million loan from First Quantum Minerals ("First Quantum") into Zincore shares.

For further details on the First Quantum loan and the repayment options, please see below under "Conversion of the US$2 million Loan from First Quantum Minerals into Zincore Shares".

Zincore CEO and President, Jorge Benavides, stated, "We are proposing to issue shares in lieu of cash and to complete a share consolidation to help the Company weather the current resource company financing crisis and be much better positioned to raise funds in the future. We strongly believe that when the next financing opportunities for junior resource companies arise, they will be extremely competitive and many companies will not be successful in raising new capital to sustain their activities. For this reason, we believe it will be beneficial to our current shareholders to have the Company's capital structure made more attractive to future investors through a share consolidation, so that we may ultimately attract new funds and have the best chance possible to realize the value from our projects."

At the same time, the Company continues to move forward on achieving significant corporate milestones. In particular, the completion and release of a Pre-Feasibility Study on Zincore's 100% owned, Accha Zinc Oxide District project is expected in early Q3. The Company also expects to report on further exploration with First Quantum at the Dolores copper porphyry project and other priority copper targets located in the same area.

Mr. Benavides concluded, "We want to make it clear that we are not aware of any intention at this time on First Quantum's part to convert the US$2 million loan due April 17, 2014 into Zincore shares. In fact, First Quantum has two other options it may choose relating to the repayment of this loan, including having the loan credited against its earn-in obligations on the Dolores project, or credited against earn-in obligations for any new copper targets with Zincore. However, given that the conversion of the loan to Zincore common shares would require shareholder approval and that the loan will be due before the anticipated date of the Company's next Annual General Meeting, we believe it is prudent to deal with this matter now while we have other matters for our shareholders to consider."

An Information Circular containing the specific details of the special meeting and the issues to be voted will be mailed soon to all Zincore shareholders of record as of market close on June 21, 2013 and is summarized below. The Information Circular will also be available on the Company's website at http://www.zincoremetals.com/_shared/pdf/ZNC_Circular_20130628.pdf and SEDAR at www.sedar.com.

The Board of Directors recommends that shareholders approve management's proposals on the following:

Issuance of Shares as Payment for Certain Management and Consulting Fees in Lieu of Cash

In order to preserve cash, the Company is proposing to issue shares in lieu of cash in certain instances. Shareholders will be asked to pass an ordinary resolution giving the Board of Directors the ability, at its sole discretion, to approve the issuance of the Company's common shares as payment for certain management and consulting fees in lieu of cash, if it so chooses. Under this proposal, the maximum aggregate amount of shares that could be issued would be equivalent to C$250,000.

Conversion of the US$2 million Loan from First Quantum Minerals into Zincore Shares

As originally announced March 22, 2013, First Quantum has extended a US$2 million loan to Zincore for working capital purposes. The principal amount of the loan plus accrued and unpaid interest (the "Loan Amount") may be repaid in cash, or may be converted at any time into one of three options as selected by First Quantum: a credit against First Quantum's obligations to incur exploration expenses at the two companies' Dolores joint venture project, a credit against First Quantum's earn-in obligations at any new copper project with Zincore, or be converted into common shares of Zincore, subject to shareholder and Toronto Stock Exchange (the "TSX") approval.

Any conversion of Loan Amount into Zincore shares would be at the greater of the volume weighted average trading price of the Company's shares on the TSX for the five days prior to the date of conversion, or US$0.08/share. As the loan's maturity date is before the next anticipated Company meeting, shareholders will be asked to pass an ordinary resolution authorizing the issuance of up to 27,460,963 common shares issuable upon conversion of the Loan Amount (and assuming an effective interest rate of 9.5%) should First Quantum elect this repayment option. As the Company does not know if its share price will be above US$0.08 at the time of conversion and does not know what the effective interest rate will be, this authorization and share amount may be reduced accordingly. The number of common shares referred to above is also calculated prior to the share consolidation discussed below. At this time, Zincore is not aware of any specific intention on First Quantum's part to convert the loan into Zincore shares.

First Quantum currently holds 49,888,245 shares of Zincore, or 23.7% of the Company's issued and outstanding stock.

For more details on the First Quantum loan, please see our news release dated March 22nd, or click here: http://zincore.mwnewsroom.com/press-releases/zincore-arranges-loan-with-first-quantum-minerals-tsx-znc-201303220861825001

Share consolidation

Given the very difficult environment for junior resource companies to finance, management believes it is in the best interests of current shareholders to have the Company's capital structure made more attractive to future investors through a share consolidation, so that the Company will have the best chance to raise new funds and realize the value from its projects. Accordingly, shareholders will be asked to pass an ordinary resolution approving the consolidation of all of the issued and outstanding common shares of the Company on the basis of on, or up to, six old common shares for one new common share.

The Company currently has an aggregate of 210,449,943 common shares issued and outstanding. If the share consolidation were undertaken at the maximum ratio of 6 to 1, the issued and outstanding common shares would be reduced to approximately 35,073,991. The Company does not intend to change its name in conjunction with the share consolidation.

If the consolidation is approved, the Board of Directors will have the authority to implement the consolidation at the ratio of up to 6 to 1 at any time and will be permitted, without further shareholder approval, to select a lower consolidation ratio if they deem it to be appropriate and more advantageous to shareholders. Currently, the Board of Directors intends to implement the consolidation as soon as practicable following the approval of the consolidation by the shareholders and the TSX. Notwithstanding approval of the consolidation by the shareholders, Zincore's directors, in their sole discretion, may abandon the consolidation without further approval, action by, or prior notice to shareholders.

About Zincore

Zincore is a Vancouver-based mineral exploration company focused mainly on zinc and related base metal opportunities in Peru. The Company's common shares trade on both the Toronto and Lima Stock Exchanges under the symbol ZNC. For more information, please see our website at www.zincoremetals.com

Forward-looking Statements: Certain statements contained in this press release constitute forward-looking information with the meaning of applicable securities laws. These statements relate to future events or the Company's future performance, business prospects or opportunities. Forward-looking information includes, but is not limited to, statements with respect to the completion of a Pre-Feasibility Study on the Accha Zinc Oxide District, the release of further exploration results on the Dolores Project, the possibility of the conversion of the US$2 million loan into common shares of the Company by First Quantum Minerals Ltd. and the ability of the Company to successfully raise funds following the proposed share consolidation. 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 "seek", "anticipate", "plan", "continue", "estimate", "expect", "forecast", "may", "will", "project", "predict", "potential", "targeting", "intend", "could", "might", "should", "believe", "outlook" and similar expressions) are not statements of historical fact and may be forward looking information. The Company believes that the expectations reflected in such forward looking information are reasonable, but no assurance can be given that these expectations will prove to be correct and such forward-looking information should not be unduly relied upon. These statements speak only as of the date of this press release. The Company does not intend, and does not assume any obligation, to update any forward-looking information except as required by law. Forward looking information involves risks and uncertainties which may cause actual results to be materially different from those expressed or implied by such forward looking information. Such risk and uncertainties relate to, among other things, results of exploration and development activities, the Company's historical experience with development-stage mining operations, uninsured risks, regulatory changes, defects in title, availability of materials and equipment, timeliness of government approvals, changes in commodity prices, actual operating and financial performance of facilities, equipment and processes relative to specifications and expectations and unanticipated environmental impacts on operations, as well as those factors discussed in the section entitled "Risk Factors" and elsewhere in the Annual Information Form of Zincore dated March 22, 2013 which is filed with Canadian securities regulatory authorities and available on SEDAR (www.sedar.com). Such information contained herein represents management's best judgment as of the date hereof based on information currently available.

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