Mr. Mark Scarrow reports

FAIRPLAY VENTURES INC. ENTERS INTO DEFINITIVE AGREEMENT TO COMPLETE QUALIFYING TRANSACTION WITH AMPERE METALS PTY. LIMITED

Fairplay Ventures Inc. and Ampere Metals Pty. Ltd. have provided an update on their proposed business combination transaction as previously announced in Fairplay's news release dated July 7, 2026. It is expected the proposed transaction will qualify as Fairplay's qualifying transaction as defined in the capital pool company policy (as herein after defined) of the TSX Venture Exchange.

Definitive agreement

The parties are pleased to announce that they, along with the shareholders of Ampere, have entered into a definitive agreement dated effective Aug. 28, 2026, pursuant to which Fairplay will acquire all of the issued and outstanding securities of Ampere in exchange for the issuance of securities of Fairplay. As consideration for the acquisition of all of the outstanding ordinary shares of Ampere, holders of Ampere shares will receive one common share of Fairplay after completion of the proposed transaction for each one Ampere share on a postconsolidation (as defined below) basis.

The definitive agreement stipulates that a wholly owned subsidiary of Fairplay, incorporated in the province of Ontario by Fairplay, will amalgamate with a subsidiary of Ampere (Finco) (the amalgamated company shall herein after be referred to as Amalco). Following the amalgamation, Fairplay shall acquire all of the issued and outstanding Ampere shares. The result of the foregoing shall be that, on completion of the proposed transaction, Ampere and Amalco shall be wholly owned subsidiaries of the resulting issuer. Upon the completion of the proposed transaction, it is expected the resulting issuer will change its name to Ampere Metals Ltd. or such other name as Ampere may determine, and the resulting issuer will be a mining issuer focused on exploration of the Virginia silver project in the Santa Cruz province, Argentina.

Pursuant to the definitive agreement, Fairplay shall consolidate its outstanding common shares on a basis of one postconsolidation Fairplay share for every nine preconsolidation Fairplay shares.

The parties have agreed that the proposed transaction is conditional upon certain conditions precedent, including, but not limited to, the completion of the offering (as defined below), the consolidation, name change, and the receipt of all necessary regulatory and shareholder approvals.

Shareholder approval

Fairplay shall hold an annual general and special shareholder meeting for the purposes of obtaining shareholder approval for the name change and consolidation. Fairplay will not seek nor is it required to obtain securityholder approval of the proposed transaction pursuant to applicable securities laws. The proposed transaction is not a non-arm's-length qualifying transaction as such term is defined in TSX-V Policy 2.4 (Capital Pool Companies). No non-arm's-length party to Fairplay (as such term is defined in the CPC policy): (a) has any direct or indirect beneficial interest in Ampere; or (b) is an insider of Ampere. There is no relationship between or among a non-arm's-length party to Fairplay and a non-arm's-length party to the qualifying transaction (as such terms are defined in the CPC policy).

Completion of the proposed transaction is subject to a number of conditions, including, but not limited to, TSX-V acceptance. There can be no assurance that the proposed transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the filing statement to be prepared in connection with the proposed transaction, any information released or received with respect to the proposed transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative. The TSX-V has in no way passed upon the merits of the proposed transaction, and has neither approved nor disapproved the contents of this news release.

The offering

The proposed transaction remains conditional upon an expected non-brokered offering of subscription receipts to be offered through Finco. Pursuant to the definitive agreement, the offering is expected to be priced at 75 cents per subscription receipt for aggregate gross proceeds of up $10-million, subject to adjustment, as may be agreed to by Ampere and Fairplay, provided that the proceeds from the offering are sufficient for the resulting issuer to meet the initial listing requirements of the TSX-V.

It is expected that each subscription receipt will represent the right of a holder to receive, upon satisfaction or waiver of certain escrow release conditions, without payment of additional consideration, one common share of Finco and one-half of one Finco common share purchase warrant in accordance with the terms and conditions of a subscription receipt agreement to be entered into among the parties, Finco, and a subscription receipt and escrow agent upon closing of the offering.

Pursuant to the terms of the proposed transaction, the offering and the subscription receipt agreement, each Finco share issued upon conversion of the subscription receipts would be exchanged for one resulting issuer share, and each Finco warrant issued upon conversion of the subscription receipts would be exchanged for one common share purchase warrant of the resulting issuer.

The parties expect to announce the offering by news release upon launch of the same and to include additional details and final terms of the offering in such news release.

The resulting issuer

The parties expect that the resulting issuer following from the proposed transaction will carry on the existing business of Ampere and be a mineral exploration company focused on exploration of the Virginia silver project.

Trading halt

The Fairplay shares are currently halted from trading and are not expected to resume trading until the proposed transaction is completed.

About Ampere Metals Pty. Ltd.

Ampere is an Australian-based silver-gold mining company, headquartered in Perth, Western Australia, which is focused on delivering value through high-quality projects. Led by a seasoned team, it targets geologically strong and economically viable assets to deliver sustainable returns. Ampere holds an option to acquire the mineral rights and landholdings applicable to the Virginia silver project.

About Fairplay Ventures Inc.

Fairplay was incorporated under the Business Corporations Act (Ontario) in July of 2019. Fairplay is headquartered in Toronto and is listed as a capital pool company on the TSX-V, and the Fairplay shares are listed for trading on the TSX-V under the symbol FPY.P. Fairplay's business objective is to identify and evaluate assets or businesses with a view to completing a qualifying transaction. Fairplay has not commenced commercial operations and has no assets other than cash. It is intended that the proposed transaction, when completed, will constitute Fairplay's qualifying transaction.

Further information

Fairplay will provide further details in respect of the proposed transaction in due course by way of a news release. However, Fairplay will make available to the TSX-V all information, including financial information, as required by the TSX-V and will provide, in a news release to be disseminated at a later date, required disclosure.

All information contained in this news release with respect to Fairplay and Ampere was supplied by the parties. respectively, for inclusion herein, without independent review by the other party, and each party and its directors and officers have relied on the other party for any information concerning the other party.

Completion of the proposed transaction is subject to a number of conditions, including, but not limited to, TSX-V acceptance and, if applicable pursuant to the requirements of the TSX-V, majority of the minority shareholder approval. Where applicable, the proposed transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the proposed transaction will be completed as proposed or at all.

We seek Safe Harbor.