Zincore Announces Details of Special Meeting of Shareholders

Zincore Announces Details of Special Meeting of Shareholders 
VANCOUVER, BRITISH COLUMBIA -- (Marketwired) -- 06/28/13 -- 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.co
m/press-releases/zincore-arranges-loan-with-first-quantum-minerals-ts
x-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.
Contacts:
Zincore Metals Inc.
Adam Ho
Manager, Investor Relations
(604) 669-6611 ext. 3
(604) 669-6616 (FAX)
aho@zincoremetals.com
www.zincoremetals.com
 
 
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