QC Copper Secures Overwhelming Cuprum Shareholder Approval; Anticipates Merger Closing in December

Rhea-AI Summary

QC Copper and Gold (QCCUF) announces significant progress in its acquisition of Cuprum Corp., with over 90% of Cuprum shareholders approving the merger. The deal, expected to close in early December 2024, will create one of Eastern Canada's largest copper developers. Cuprum shareholders will receive 1.1538 QC Copper shares for each Cuprum share. The merger awaits QC Copper shareholder approval at a Special Meeting on December 4, 2024. Post-merger, the company will rebrand as XXIX Metal Corp, implementing a dual-asset strategy focusing on the Opemiska Project and Thierry Project. The acquisition is expected to increase QC Copper's copper resource base by approximately 70%.

Positive

• Over 90% approval from Cuprum shareholders indicates strong support for the merger
• Expected 70% increase in copper resource base post-acquisition
• TSXV has granted conditional approval for the transaction
• Merger creates one of Eastern Canada's largest copper portfolios

Negative

• Transaction completion still contingent on QC Copper shareholder approval
• Share dilution due to 1.1538 exchange ratio for Cuprum shareholders

• Over 90% of Cuprum's outstanding shares tendered for the merger
• Merger expected to finalize in early December 2024
• Positions QC Copper as Eastern Canada's largest copper developer
• Company will rebrand as XXIX Metals Corp. following merger completion
• Details on QC Copper shareholder voting are provided below

Toronto, Ontario--(Newsfile Corp. - November 5, 2024) - QC Copper and Gold Inc. (TSXV: QCCU) (OTCQB: QCCUF) ("QC Copper" or the "Company") is pleased to update shareholders on the progress of its acquisition of Cuprum Corp. ("Cuprum"), initially announced on October 1, 2024.

Over 90% of Cuprum's shareholders have tendered their shares, surpassing a key threshold required for the transaction and signaling strong shareholder support. This level of participation indicates an overwhelming vote of confidence, as Cuprum shareholders have agreed to exchange their shares for QC Copper shares at an exchange ratio of 1.1538 QC Copper shares for each Cuprum share.

QC Copper Shareholders: How to Vote for the Merger

QC Copper has also distributed the Special Meeting Circular to its shareholders in preparation for the upcoming Special Meeting of Shareholders, scheduled for December 4, 2024. Completion of the transaction remains contingent on QC Copper shareholders' approval at the Special Meeting. Additionally, the TSXV has granted conditional approval for the transaction.

If you Did Not Receive your Proxy Voting Form

Shareholders who have not received their proxies can call Computershare at 1-800-564-6253 to verify their identity and submit their votes. The Form of Proxy and Voter Information Forms are available on QC Copper & Gold's website, linked below.

• Form of Proxy & Voter Information Form - QC Copper & Gold

The Acquisition of Cuprum Creates Value for QC Copper Shareholders:

• Creation of One of Canada's Largest Copper Portfolios
  • With the acquisition of Cuprum, QC Copper will secure one of Canada's largest copper resource portfolios, establishing itself as Eastern Canada's premier copper developer.

• Dual-Asset Strategy
  • The combined entity will implement a dual-asset strategy, advancing both the Opemiska Project toward a robust Preliminary Economic Assessment (PEA) and the Thierry Project toward an updated, high-quality mineral resource estimate.

• Expanded Copper Resource Base
  • This acquisition is expected to increase QC Copper's existing copper resource base by approximately 70%, significantly enhancing its growth potential.

For a detailed overview of Cuprum's Thierry Resource, operating history and merger details, please refer to the Company's October 1, 2024 news release: QC Copper Announces Strategic Acquisition of Cuprum Corp. For more information on Cuprum, please visit www.cuprum.ca

Rebranding as XXIX Metal Corp.

Following the completion of the acquisition and subject to regulatory and TSX Venture Exchange ("TSXV") approvals, QC Copper intends to change its name to XXIX Metal Corp. ("XXIX"), with a new TSXV ticker symbol XXIX, signaling a new era for the Company. XXIX represents copper's atomic number, 29, indicating commitment and focus on becoming a dominant player in the copper development space.

Qualified ‎Person‎ Statement

The technical information contained in this news release has been reviewed and approved by Charles ‎Beaudry, P.Geo and géo., Director and Vice President Exploration for QC Copper & Gold, a Qualified ‎Person, as defined in "National Instrument 43-101, Standards of Disclosure for Mineral Projects." ‎

For further information, please contact:

Stephen Stewart, Chief Executive Officer
Phone: 416.644.1567
Email: sstewart@qccopper.com

Forward-Looking Statements

This news release includes forward-looking information that involves material risks and uncertainties. Specifically, it addresses the expected benefits of the acquisition for QC Copper and its shareholders, required regulatory and shareholder approvals, and the timing of the acquisition's completion. While based on reasonable assumptions, such as market acceptance and project feasibility, actual results may differ materially due to factors like regulatory delays, financing challenges, and project risks. Additional risks can be found in the Company's disclosures on SEDAR+ at www.sedarplus.ca. Readers should not place undue reliance on this information, and the Company disclaims any obligation to update it except as required by law.

Neither the TSX Venture Exchange nor its Regulation Services Provider assumes responsibility for the adequacy or accuracy of this release.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/228890

FAQ

What is the exchange ratio for QC Copper (QCCUF) and Cuprum shares in the merger?

Cuprum shareholders will receive 1.1538 QC Copper shares for each Cuprum share they own.

When is QC Copper's (QCCUF) Special Meeting of Shareholders for the merger vote?

The Special Meeting of Shareholders is scheduled for December 4, 2024.

How much will QC Copper's (QCCUF) resource base increase after the Cuprum acquisition?

The acquisition is expected to increase QC Copper's existing copper resource base by approximately 70%.

What will be QC Copper's (QCCUF) new name after the merger?

Following the merger completion, the company will rebrand as XXIX Metal Corp., subject to regulatory and TSXV approvals.