08:09:08 EDT Tue 01 Jul 2025
Enter Symbol
or Name
USA
CA



Fury Gold Mines Ltd
Symbol FURY
Shares Issued 151,938,300
Close 2025-02-26 C$ 0.53
Market Cap C$ 80,527,299
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Fury to acquire Quebec Precious for shares

2025-02-26 16:30 ET - News Release

Also News Release (C-QPM) Quebec Precious Metals Corp

Mr. Tim Clark of Fury reports

FURY GOLD MINES LIMITED TO ACQUIRE QUEBEC PRECIOUS METALS CORPORATION

Fury Gold Mines Ltd. and Quebec Precious Metals Corp. entered into an arrangement agreement on Feb. 25, 2025, pursuant to which Fury has agreed to acquire all of the issued and outstanding common shares of Quebec Precious in exchange for common shares of Fury by way of a plan of arrangement. The transaction will create a combined company that consolidates a prospective gold and critical mineral exploration portfolio totalling over 157,000 hectares in Quebec. Further details of the transaction are outlined below.

Transaction highlights:

  • Deliver increased scale and enhanced diversification with the addition of several prospective gold and critical minerals exploration assets located in Quebec;
  • Provide synergy and cost savings with Fury's board and management team with a record of capital raising, discovery, exploration success and community engagement leading the combined company;
  • The holders of the issued and outstanding Quebec Precious shares will receive 0.0741 Fury share for each one Quebec Precious share held;
  • The exchange ratio implies a price of four cents per Quebec Precious share and a premium of approximately 33 per cent based on the closing prices of Fury and Quebec Precious on Feb. 25, 2025.

The Quebec Precious project portfolio complements Fury's project pipeline in a region where Fury is extremely active. The flagship Sakami project has seen nearly 50,000 metres of drilling with gold mineralization identified within two zones, La Pointe and La Pointe extension, along the boundary between the Opinaca and La Grande geological subprovinces. In 2025, Fury intends to rapidly advance targets at Sakami to the drilling stage following a reinterpretation of the geology and geophysics paired with systematic geochemical sampling.

Tim Clark, chief executive officer of Fury, commented: "This transaction is an exciting opportunity given it doubles Fury's land package in the Eeyou Istchee territory in the James Bay region of Quebec, and unites complementary assets, teams and investor bases, which should ultimately increase shareholder value at both companies. Combining QPM's gold and critical minerals portfolio of exploration projects with Fury's projects and strong balance sheet will not only help improve cost-efficiency but also add to the potential for new discoveries."

Normand Champigny, chief executive officer and director of Quebec Precious, commented: "We are very pleased to be entering this combination with Fury. By combining with Fury, QPM's shareholders will benefit from the synergies and cost savings of leveraging the combined company's excellent management team for funding and obtaining required permits to continue drilling at Sakami. We believe that the transaction with Fury offers for QPM shareholders a high potential for share price appreciation in the current gold market environment. The transaction demonstrates the progress made with our exploration work to date. Fury has the ability to rapidly advance our assets to identify a large gold mineral resource."

Quebec Precious precious and critical mineral project portfolio

Gold and lithium

Quebec Precious holds a highly prospective land package covering approximately 70,900 hectares largely within the emerging James Bay gold camp. The road-accessible Sakami project is host to a 23-kilometre-long gold-bearing structural corridor. Drilling to date at La Pointe and La Pointe extension targets within this trend has identified gold mineralization across widths of up to 75 metres and to a depth of up to 500 m with reported intercepts of 2.51 grams per tonne gold over 54.65 m from drill hole EX-10; 9.22 g/t Au over 12.55 m from drill hole EX-19; and 2.52 g/t Au over 48.55 m from drill hole PT-16-92. The identified gold mineralization at both La Pointe and La Pointe extension remains open to depth and along strike. Farther south along the same gold-bearing structure lies an intriguing undrilled coincident gold-in-soil geochemical anomalies and induced polarization geophysical chargeability anomaly with similar signature to La Pointe and La Pointe extension targets.

The Elmer East project is host to an undrilled 4.2-kilometre-long east-west-oriented gold- and base-metal-bearing structural trend known as the Lloyd showing, where grab samples have returned results of up to 68.10 g/t gold, 7.99 per cent zinc and 7,660 parts per million copper.

Spodumene-bearing pegmatites have been identified throughout the Quebec Precious land package with a recently completed drilling campaign at the Ninaaskumuwin project, where 20-plus metres of spodumene-bearing pegmatites with vertical continuity of up to 150 m were intercepted in drilling in late 2024 (analytical results are pending at this time).

Rare earths

The heavy rare earth element Kipawa project (68 per cent Quebec Precious and 32 per cent Investissement Quebec), 50 km east of Temiscaming in southwestern Quebec, is host to historical 2013 proven and probable reserves of 19.8 million tonnes grading 0.411 per cent total rare earth oxides. The road-accessible project covers an area of 4,300 hectares with good access to local infrastructure.

Transaction details

Pursuant to the terms and conditions of the arrangement agreement, the holders of the issued and outstanding Quebec Precious shares will receive 0.0741 Fury share for each one Quebec Precious share held. Quebec Precious stock options and warrants that are outstanding at the time of completion of the transaction will become exercisable for Fury shares on substantially the same terms and conditions, with the number of Fury shares issuable on exercise and the exercise price adjusted in accordance with the exchange ratio. The transaction will be carried out by way of a court-approved plan of arrangement under the Canada Business Corporations Act.

The exchange ratio implies a price of four cents per Quebec Precious share and a premium of approximately 33 per cent based on the closing prices of Fury and Quebec Precious on Feb. 25, 2025, and a premium of approximately 28 per cent based on the 20-day volume-weighted average prices of Fury shares and Quebec Precious shares as of Feb. 25, 2025. Upon completion of the transaction, existing Fury and Quebec Precious shareholders would own approximately 95 per cent and 5 per cent of the combined company, respectfully, on an undiluted basis.

Upon completion of the transaction, Fury will continue to be listed on the Toronto Stock Exchange and NYSE American under the same Fury name and ticker symbol. The arrangement agreement contains customary deal protection provisions, including a non-solicitation covenant on the part of Quebec Precious and a right for Fury to match any superior proposal (as defined in the arrangement agreement). Under certain circumstances, either Fury or Quebec Precious would be entitled to a termination fee of $200,000.

Principal conditions to completion

The completion of the transaction is subject to a number of terms and conditions, including, without limitation, the following: (a) approval of a special majority of the Quebec Precious shareholders, as described below; (b) acceptance of the relevant stock exchanges (TSX, NYSE American and TSX Venture Exchange); (c) approval of the Quebec Superior Court; (d) there being no material adverse changes in respect of either Fury or Quebec Precious; and other standard conditions of closing for a transaction of this nature. There can be no assurance that all of the necessary approvals will be obtained or that all conditions of closing will be satisfied.

The transaction is subject to the approval at a special meeting of Quebec Precious shareholders by: (i) 66-2/3rds per cent of the votes cast by Quebec Precious shareholders; and (ii) a simple majority of the votes cast by the Quebec Precious shareholders, excluding the votes cast by certain persons as required by Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). Fury and Quebec Precious are arm's-length parties, and, accordingly, the transaction is not expected to be a related-party transaction. However, certain insiders of Quebec Precious will, as a condition to completion, agree to convert certain liabilities into shares of Fury to be issued upon completion of the transaction. No finders' fees are being paid in connection with the transaction. Officers and directors along with certain key shareholders and insiders of Quebec Precious who collectively control 17 per cent of the Quebec Precious shares on an undiluted basis have entered into voting and support agreements pursuant to which they have agreed to vote their shares in favour of the transaction.

Board of directors and management

Upon closing of the transaction, the board of directors of Fury will remain unchanged to lead the combined management and project teams. The head office will continue to be in Toronto, Canada. Mr. Champigny will be appointed as a strategic adviser to Fury and Fury's representative for the Kipawa project.

Transaction timeline

Pursuant to the arrangement agreement and subject to satisfying all necessary conditions and receipt of all required approvals, the parties anticipate completion of the transaction by the end of April, 2025. An information circular will be sent to Quebec Precious shareholders in March and filed at SEDAR+ in furtherance of the required Quebec Precious shareholders meeting, which circular will contain all material details about the transaction. The transaction is not subject to approval by the shareholders of Fury. Following completion of the transaction, Quebec Precious shares will be delisted from the TSX-V, and Quebec Precious will cease to be a reporting issuer under Canadian securities laws.

Recommendations by the boards of directors

After consultation with its legal advisers, the board of directors of Fury unanimously approved entering into the arrangement agreement. After consultation with its legal advisers, the board of directors of Quebec Precious unanimously approved entering into the arrangement agreement and unanimously recommended that Quebec Precious shareholders vote in favour of the transaction.

Counsel and adviser

McMillan LLP is acting as legal counsel to Fury. BCF Business Law is acting as legal counsel to Quebec Precious. Evans and Evans Inc. has provided a fairness opinion to the Quebec Precious board confirming that, in Evans and Evans's view, the transaction is, from a financial point of view, fair to Quebec Precious shareholders.

Normand Champigny, eng, chief executive officer and director of Quebec Precious, is a qualified person within the meaning of National Instrument 43-101 on standards of disclosure for mineral projects. He has reviewed and approved the technical information contained in this press release.

About Fury Gold Mines Ltd.

Fury is a Canadian-focused exploration company positioned in two prolific mining regions across the country and holds an approximate 51-million-common-share position in Dolly Varden Silver Corp. (approximately 16 per cent of issued shares). Led by a management team and board of directors with proven success in financing and advancing exploration assets, Fury intends to expand its multimillion-ounce gold platform through rigorous project evaluation and exploration excellence. Fury is committed to upholding the highest industry standards for corporate governance, environmental stewardship, community engagement and sustainable mining.

About Quebec Precious Metals Corp.

Quebec Precious has a large land position in the highly prospective Eeyou Istchee James Bay territory, Quebec, near Newmont Corp.'s Eleonore gold mine. Quebec Precious focuses on advancing its Sakami gold project and its newly discovered, drill-ready Ninaaskuwin lithium showing on the Elmer East project. In addition, Quebec Precious holds a 68-per-cent interest in the Kipawa rare earth project located near Temiscaming, Que.

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