Consolidation of NSW project portfolio completed and new board appointment

• Kincora completes acquisition to secure 100% interest in all NSW projects
  • Acquisition completed of Rarex Ltd.'s ("RareX") carried 35% asset level interests in the Trundle, Fairholme, Jemalong, Cundumbul and Condobolin licenses for 40m Kincora Chess Depositary Interests ("CDIs") and a 1% Net Smelter Return Royalty ("NSR") (the "Acquisition")
  • A review process, including discussions and negotiations with potential third party asset level investors and partners, is ongoing for the NSW porphyry portfolio including project level funding and other corporate transaction structures
• Experienced resource executive Jeremy Robinson appointed to Kincora's board

MELBOURNE, Dec. 15, 2023 - Kincora Copper Ltd. (ASX: KCC) (TSXV: KCC), Kincora or the Company) today announced it has completed the acquisition of RareX's minority and carried interest in various projects to now have a 100% ownership in the entire NSW project portfolio and this follows an associated A$2m raising completed last quarter.

Mr. Jeremy Robinson, founder and chair of RareX, has joined the Company's board as a non-executive director and brings extensive corporate transaction, project generation and capital markets experience.

Chairman Cameron McRae, commented:

"Completion of the acquisition with RareX results in Kincora holding a 100% interest in a highly prospective and district scale project portfolio in NSW. This transaction supports a pivot in funding strategy seeking dilution at the project rather than solely at the listed company level as has been in the past.

Completion of the RareX acquisition is expected to be a major catalyst for ongoing discussions and negotiations for the NSW projects.

I now formally welcome Jeremy to the board and acknowledge his already significant inputs to the Kincora team on a number of value adding initiatives. We look forward to leveraging Jeremy's commercial experience and value-added focus."

Further to the July 31^st, 2023, press release announcing the conditional agreement with RareX to acquire its minority and carried interest in various NSW projects, the Company is pleased to announce all conditions precedent have been met and the Acquisition has completed with the 40,000,000 shares being issued to RareX, which was approved by shareholders on September 27^th, 2023.

With this transaction now complete, Kincora's 100% interest in all NSW projects yields certain benefits:

• Increase the strategic value of the NSW project portfolio: Consolidating the project ownership and removing the existing carried interests increases the strategic value and attractiveness of the projects and NSW project portfolio.
• Partner discussions at the project level: The NSW project portfolio had already attracted interest from mid-tier and an industry majors¹. The 100% ownership structure now in place provides optionality for project level funding and other corporate transactions.
  
  Coupled with a successful strategic review process for the Mongolian porphyry portfolio, resulting in a confidential and incomplete offer that includes the receipt of a non-refundable deposit to enable final due diligence and definitive legal agreements ², the Acquisition is expected to be a catalyst to ongoing asset level partner discussions and negotiations at a time of increasing and very significant corporate activities in the district from the exploration stages (eg AngloGold Ashanti's up to A$145m earn-in with Inflection Resources adjacent to Kincora's Northern Junee-Narromine Belt project) to producing mines (eg Evolution Mining's acquisition of 80% of Northparkes for up to A$720m, A$1.3b sale of the CSA mine, and, Newmont's acquisition of Newcrest and earn-in agreement with Legacy Minerals).

• Funding position strengthened: Following the recently completed A$2m raising completed last quarter, the Company is in a strong financial position, with large scale targets and designed drill programs for the Condobolin, Trundle, Fairholme, Jemalong and Northern Junee-Narromine Belt ("NJNB") projects.
  
  Artificial Intelligence ("AI") exploration alliance partner, Earth AI, is in the advanced stages for shortly commencing its maiden drilling program at the Cundumbul project. This program (at Earth AI's cost, Kincora retaining a 100% project interest) will test anomalous copper geochemistry and porphyry targets associated with outcropping hydrothermal breccias and skarns.

Mr. Jeremy Robinson has joined Kincora's Board as a Non-Executive Director and member of the Company's Remuneration Committee.

Mr. Robinson is the founder and the current chair of RareX, is a significant shareholder in Kincora and brings an extensive track record of fund raising, corporate development and successful exploration, resource growth and development stages in the junior sector.

Mr. Robinson has 18 years corporate finance experience both in investment firms and in-house, having earned a Bachelor of Commerce from the University of Western Australia majoring in Corporate Finance, Investment Finance and Marketing.

The Company further reports that in connection with the Acquisition, RareX has acquired beneficial ownership and control of 40,000,000 shares of Kincora in the form of CDIs. Prior to the acquisition, RareX had beneficial ownership and control over 4,983,333 common shares, representing 2.4% of the outstanding shares of the Company.

After the Acquisition, RareX has direct ownership and control over an aggregate of 44,983,333 common shares of Kincora, representing 18.2% of the issued and outstanding common shares of Kincora. RareX acquired the shares for investment purposes and may in the future acquire or dispose of securities of the Company through the market, privately or otherwise as circumstances or market conditions warrant.

The Company notes RareX has today filed an early warning report advising of a change in its holdings in Kincora following the receipt of consideration for the Acquisition.

Post the Acquisition, Kincora's total issued ordinary shares are 247,173,541.

This announcement has been authorised for release by the Board of Kincora Copper Ltd. (ARBN 645 457 763)

Certain information regarding Kincora contained herein may constitute forward-looking statements within the meaning of applicable securities laws. Forward-looking statements may include estimates, plans, expectations, opinions, forecasts, projections, guidance or other statements that are not statements of fact. Although Kincora believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct. Kincora cautions that actual performance will be affected by a number of factors, most of which are beyond its control, and that future events and results may vary substantially from what Kincora currently foresees. Factors that could cause actual results to differ materially from those in forward-looking statements include market prices, exploitation and exploration results, continued availability of capital and financing and general economic, market or business conditions. The forward-looking statements are expressly qualified in their entirety by this cautionary statement. The information contained herein is stated as of the current date and is subject to change after that date. Kincora does not assume the obligation to revise or update these forward-looking statements, except as may be required under applicable securities laws.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) or the Australian Securities Exchange accepts responsibility for the adequacy or accuracy of this release.

SOURCE Kincora Copper Ltd.