An anonymous director of Coloured Ties reports

COLOURED TIES CAPITAL INC. AND QUEBEC PEGMATITE HOLDINGS CORP. (FORMERLY FIRST RESPONDER TECHNOLOGIES INC.) ANNOUNCE CLOSING OF SHARE EXCHANGE IN CONNECTION WITH THE TAKEOVER TRANSACTION OF QUEBEC PEGMATITE CORP.

Further to the joint press release of Coloured Ties Capital Inc. and First Responder Technologies Inc. on May 9, 2023, and pursuant to a share exchange agreement dated May 8, 2023, as amended, Quebec Pegmatite Holdings Corp. (formerly First Responder Technologies) has acquired all of the issued and outstanding common shares of Quebec Pegmatite Corp. (QPC), a subsidiary of Coloured Ties.

Summary of the transaction

In consideration for their QPC shares, the shareholders of QPC, including Coloured Ties, received common shares in the capital of Quebec Pegmatite on a one-for-one basis, resulting in a reverse takeover of Quebec Pegmatite by QPC. The transaction constitutes a fundamental change of Quebec Pegmatite in accordance with Policy 8 (Fundamental Changes and Changes of Business) of the Canadian Securities Exchange.

There were 18,833,333 QPC shares issued to Quebec Pegmatite, resulting in the issuance of an aggregate 18,833,333 Quebec Pegmatite shares to the shareholders of QPC.

In connection with the transaction, First Responder changed its name to Quebec Pegmatite Holdings and the resulting entity will continue the business of QPC, as a mining issuer, primarily focused on the exploration of the Mazerac property.

The Quebec Pegmatite shares issued pursuant to the transaction were issued pursuant to exemptions from the prospectus requirements of applicable securities legislation. Certain Quebec Pegmatite shares issued pursuant to the transaction are subject to restrictions on resale or escrow under the policies of the CSE.

About Quebec Pegmatite Corp.

QPC is a North American junior mining exploration company that specializes in lithium exploration, and is primarily focused on the exploration of the Mazerac property located in Quebec's up-and-coming Mazerac region.

QPC has two properties located in the James Bay and Mazerac regions, covering approximately 341 square kilometres. The Mazerac property is located about 50 km southwest of the historic mining town Val d'Or and is easily accessible. The Mazerac property is located near Vision Lithium's Cadillac property and Winsome Resources' Decelles property. QPC's second property is the Vieux Comptoir project located between Patriot Battery Metals' Corvette project and Winsome Resources' Adina project in the heart of James Bay. Vieux Comptoir is currently under option by Superior Mining International Corp. QPC plans aggressive and extensive exploration programs for 2024 to explore the lithium potential for the Mazerac property.

Concurrent financings

In connection with the transaction and further to the joint news releases of First Responder and Coloured Ties dated May 9, 2023, Dec. 7, 2023, and Dec. 20, 2023, QPC closed two concurrent non-brokered private placements.

The first concurrent financing consisted of 3,333,334 flow-through shares of QPC at a price of 30 cents per QPC FT share for aggregate gross proceeds of approximately $1-million. The FT share financing closed on Dec. 28, 2023. Each QPC FT share was issued as a flow-through share within the meaning of the Income Tax Act (Canada) and were issued as part of a charity arrangement. Upon closing the transaction, each QPC FT share was exchanged for Quebec Pegmatite shares.

The second concurrent financing consisted of 4,499,999 non-flow-through units of QPC at a price of 15 cents per non-FT unit for gross proceeds of approximately $675,000. The non-FT unit financing closed on Feb. 16, 2024. The non-FT units comprised one QPC share and one whole share purchase warrant. Upon closing the transaction, each QPC share and QPC warrant issued under the non-FT unit financing were exchanged for Quebec Pegmatite shares and share purchase warrants of Quebec Pegmatite. Each Quebec Pegmatite warrant entitles the holders thereof to purchase one additional Quebec Pegmatite share for a period of five years from the date of issuance at an exercise price of 25 cents per Quebec Pegmatite warrant share. The Quebec Pegmatite warrants are subject to an accelerated expiry upon 30 days of notice from Quebec Pegmatite in the event the common shares of Quebec Pegmatite trade for 14 consecutive trading days at a volume-weighted average price of at least 50 cents on the stock exchange the Quebec Pegmatite shares are then listed or traded.

Early warning disclosure -- Coloured Ties

In connection with the transaction, Coloured Ties acquired 10 million Quebec Pegmatite shares and makes the following announcement in accordance with National Instrument 62-103 (The Early Warning System and Related Take-Over Bid and Insider Reporting Issues). Coloured Ties acquired 10 million Quebec Pegmatite shares from Quebec Pegmatite at a deemed price of 42 cents per Quebec Pegmatite share in exchange for its previously held 10 million QPC shares. Immediately prior to closing the transaction, Coloured Ties did not hold any Quebec Pegmatite shares. Immediately after closing the transaction, Coloured Ties owns and controls 10 million Quebec Pegmatite shares, representing approximately 34.5 per cent of the Quebec Pegmatite shares on an undiluted basis.

Coloured Ties holds the Quebec Pegmatite shares for investment purposes. Coloured Ties will review its holdings in Quebec Pegmatite on a continuing basis and may from time to time and at any time, in its sole discretion, acquire or cause to be acquired additional equity or debt securities or other instruments of Quebec Pegmatite, or dispose or cause to be disposed such equity or debt securities or instruments, through open market transactions, private placements by Quebec Pegmatite an other privately negotiated transactions, or otherwise, in each case in accordance with his obligations to Quebec Pegmatite pursuant to applicable securities laws.

An early warning report will be filed under Quebec Pegmatite's profile on SEDAR+. A copy of the early warning report may also be obtained by contacting Kal Malhi, chief executive officer of Coloured Ties, at 1-604-805-4602.

Other information relating to the transaction

The transaction is not a related-party transaction as such term is defined by Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions).

No finders' fees were paid in connection with the transaction.

The transaction was approved by the shareholders of Quebec Pegmatite and QPC. In accordance with the policies of the CSE, the Quebec Pegmatite shares are not currently trading and will not resume trading until such time as the CSE determines. Additional information concerning the Transaction, Quebec Pegmatite, QPC and the resulting issuer will be provided in the CSE listing statement to be filed by Quebec Pegmatite in connection with the transaction and which will be available in due course under Quebec Pegmatite's SEDAR+ profile.

About Quebec Pegmatite Holdings Corp.

Prior to the transaction, First Responder was a technology development company that commercialized academic and internally developed intellectual property for use in the public safety market. Following the transaction, Quebec Pegmatite will carry on the business of QPC, as a mining issuer, primarily focused on the exploration of the Mazerac property.

About Coloured Ties Capital Inc.

Coloured Ties Capital is a TSX Venture Exchange-listed issuer that invests in early-stage commercial ventures and provides investee companies with capital market access and advisory services.

We seek Safe Harbor.