Mr. Albert Contardi reports
QCX GOLD ANNOUNCES SHAREHOLDER APPROVAL FOR ARRANGEMENT
Further to QCX Gold Corp.'s press releases of June 2, 2026, July 17, 2026, and Aug. 10, 2026, the shareholders of QCX Gold approved, among other things, the plan of arrangement with Sterling Metals Corp. at the annual general and special meeting of shareholders of the company held on Aug. 18, 2026.
At the meeting, the shareholders were asked to consider and, if thought fit, pass a special resolution to approve the arrangement in accordance with the terms of an arrangement agreement dated June 1, 2026, between the company and Sterling. Under the terms of the arrangement, Sterling will acquire all of the issued and outstanding common shares of the company and issue 0.20789 of a common share of Sterling for each common share held. Further details regarding the terms and conditions of the arrangement are set out in the management information circular of the company and the arrangement agreement, which have been filed by the company under its SEDAR+ profile.
The arrangement resolution required the approval of: (i) at least two-thirds of the votes cast by shareholders at the meeting, either present in person or by proxy; and (ii) a simple majority of the votes cast by shareholders at the meeting, present or in person or represented by proxy, excluding votes cast by Albert Contardi, the chief executive officer of the company, pursuant to the provisions of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions.
A total of 14,105,115 common shares were voted for the arrangement resolution and a total of 30,225 common shares were voted against the arrangement resolution. The arrangement resolution was approved by 99.79 per cent of the votes cast by shareholders. Excluding votes cast by Mr. Contardi in accordance with MI 61-101, the arrangement resolution was approved by 99.75 per cent of the votes cast by shareholders. No shareholders exercised dissent rights with respect to the arrangement.
The company has filed for the final order by the Supreme Court of British Columbia and anticipates closing on or about Aug. 25, 2026.
In addition, the company is pleased to announce that, further to its press release of July 3, 2026, it has settled an aggregate of $272,088.34 of indebtedness to arm's-length and non-arm's-length creditors of the company, through the issuance of 1,060,358 common shares at a price of 25.66 cents per common share.
All securities issued pursuant to the debt settlement are subject to a statutory hold period of four months and one day from the issuance thereof, as applicable, in accordance with applicable securities laws. Included in the debt settlement is the settlement of $15,000 owed to an arm's-length vendor pursuant to a mining claim acquisition agreement dated Oct. 14, 2025, between the company and the vendor, as set out in the company's press releases of Oct. 20, 2025, and Nov. 7, 2025.
The debt settlement constitutes a related party transaction within the meaning of TSX Venture Exchange Policy 5.9 and MI 61-101 as an insider of the company received an aggregate of 622,565 common shares. The company is relying on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(b) and 5.7(1)(a) of MI 61-101 as the company is not listed on a specified market and the fair market value of the common shares issuable to the insider in connection with the proposed debt settlement does not exceed 25 per cent of the market capitalization of the company in accordance with MI 61-101.
About QCX Gold Corp.
QCX Gold is exploring for gold and VMS-style (volcanogenic massive sulphide) mineralization on its highly prospective and well-located properties in Quebec, Canada. The Golden Giant project is located in the James Bay region, only 2.9 kilometres from Azimut Exploration Inc.'s Patwon discovery on its Elmer gold project. The Fernet project is located in the Abitibi greenstone belt and is contiguous with Wallbridge Mining Company Ltd.'s Fenelon/Martiniere property. Both properties are in close proximity to major discoveries, which bodes well for exploration.
About Sterling Metals Corp.
Sterling Metals is a mineral exploration company focused on large-scale Canadian copper exploration opportunities. The company's flagship assets include the Soo copper project in Ontario, which hosts past production and multiple breccia and porphyry targets strategically located near robust infrastructure, and the Adeline project in Labrador, which covers an extensive sediment-hosted copper belt with significant silver credits. Both projects have demonstrated potential for important new copper discoveries, underscoring Sterling's commitment to pioneering exploration in mineral-rich Canada.
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