Mr. Normand Champigny of Quebec Precious reports
QUEBEC PRECIOUS METALS ANNOUNCES SHAREHOLDER APPROVAL OF ARRANGEMENT WITH FURY GOLD
At the special meeting of holders of common shares of Quebec Precious Metals Corp. held today, Quebec Precious shareholders overwhelmingly voted in favour of the special resolution to approve the previously announced plan of arrangement under Section 192 of the Canada Business Corporations Act with Fury Gold Mines Ltd., pursuant to which Fury Gold will acquire all of the issued and outstanding Quebec Precious shares in exchange for 0.0741 of a Fury Gold common share for each Quebec Precious share. Based on the 20-day volume weighted average price of the Quebec Precious shares on the TSX Venture Exchange and the Fury Gold shares on the Toronto Stock Exchange as of Feb. 25, 2025, the consideration payable by Fury Gold implies a value of four cents for each Quebec Precious share. Further, each: (i) option to purchase a Quebec Precious share; (ii) warrant to purchase a Quebec Precious share; and (iii) option to purchase a Quebec Precious share granted to certain Quebec Precious intermediaries and brokers outstanding immediately prior to completion of the arrangement will, upon the holder's exercise of the applicable convertible securities, entitle such holder to receive (and such holder will accept) Fury Gold shares in lieu of the Quebec Precious shares to which such holder was entitled upon such exercise and for the same aggregate consideration payable therefore.
Holders of a total of 50,449,020 Quebec Precious shares were present virtually or represented by proxy at the meeting, which constituted a quorum of shareholders, and represented 48.67 per cent of the 103,646,498 issued and outstanding Quebec Precious shares entitled to vote as of March 17, 2025, the record date for the meeting.
The arrangement resolution required the approval of: (i) at least two-thirds (66-2/3rds per cent) of the votes cast by the Quebec Precious shareholders present virtually or represented by proxy at the meeting; and (ii) a simple majority of the votes cast by Quebec Precious shareholders present virtually or represented by proxy at the meeting after excluding the votes cast by certain persons whose votes were required to be excluded pursuant to Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions.
Of the votes cast at the meeting, 88.72 per cent of the votes cast by Quebec Precious shareholders were in favour of the arrangement resolution (88.77 per cent after excluding the votes cast by those persons whose votes were required to be excluded in determining minority approval for the arrangement pursuant to MI 61-101).
Quebec Precious will seek a final order of the Superior Court of Quebec to approve the arrangement on April 25, 2025. Completion of the arrangement is subject to the satisfaction of customary closing conditions for a transaction of this nature, including receipt of the final order. Subject to the satisfaction (or waiver) of the conditions precedent, it is expected that the arrangement will be completed on or about April 28, 2025. Following completion of the arrangement, it is expected that Quebec Precious shares will be delisted from the TSX-V and the Frankfurt Stock Exchange.
About Fury Gold Mines Ltd.
Fury Gold is a Canadian-focused exploration company positioned in two prolific mining regions across the country and holds an approximately 12.8-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 grow 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 in Quebec, near Dhilmar Ltd.'s (formerly owned by Newmont Corp.) Eleonore gold mine. Quebec Precious focuses on advancing its Sakami gold project and its newly discovered, drill-ready Ninaaskumuwin lithium showing on the Elmer East project. In addition, Quebec Precious holds a 68-per-cent interest in the Kipawa rare earths project, located near Temiscaming in Quebec.
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