BULLETIN V2026-2784
STERLING METALS CORP. ("SAG")
BULLETIN TYPE: Plan of Arrangement-
BULLETIN DATE: August 31, 2026
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to an arm's length arrangement agreement dated June 1, 2026 (the "Agreement"), between Sterling Metals Corp. (the "Company") and QCX Gold Corp. (TSXV: QCX) ("QCX"), whereby the Company acquired all of the issued and outstanding securities of QCX by way of a court-approved plan of arrangement under the provisions of the Business Corporations Act (British Columbia) (the "Arrangement").
Under the Agreement, each QCX shareholder received one (1) common share of the Company (each a "Sterling Share") for every 4.81026 common share of QCX held, representing an exchange ratio of 0.20789 (the "Exchange Ratio"). Further, holders of outstanding convertible securities of QCX (stock options and share purchase warrants) have either received replacement securities to acquire Sterling Shares adjusted based on the Exchange Ratio or, upon exercise or settlement thereof, will receive Sterling Shares based on the Exchange Ratio (i.e. the same consideration they would have been entitled to receive had they been QCX shareholders at the effective time of the Arrangement) ("Replacement Securities"), in each case, subject to adjustment as per the terms of the Agreement.
In accordance with the foregoing, 4,922,249 common shares of the Company have been issued under the Agreement on closing. Further, up to an aggregate of 1,948,760 common shares may be issuable on exercise or settlement of the Replacement Securities.
The Exchange has been advised that approval from the QCX shareholders was received at a special meeting of QCX shareholders held on August 18, 2026. Further, a final order approving the Arrangement was issued by the Supreme Court of British Columbia on August 20, 2026. The Arrangement became effective on August 31, 2026.
For further details, please refer to the Company's news releases dated June 2, 2026, August 18, 2026 and August 31, 2026.
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