Sterling Metals Completes Acquisition of QcX Gold Corp.
Rhea-AI Summary
Sterling Metals (TSXV: SAG, OTCQB: SAGGF) has closed its court-approved acquisition of QcX Gold (TSXV: QCX, OTC Pink: QCXGF) via a plan of arrangement under the BC Business Corporations Act. QcX shareholders received one Sterling share for every 4.81026 QcX shares, reflecting an exchange ratio of 0.20789, resulting in the issuance of 4,922,249 new Sterling shares, plus 1,649,399 warrants and 299,361 options on equivalent economic terms.
Post-transaction, former Sterling and QcX shareholders own approximately 90.4% and 9.6% of Sterling, respectively, with no finders’ fees payable. The combined company consolidates a land package exceeding 35,000 hectares across the Batchewana Copper Belt in Ontario, expanding Sterling’s district footprint by about 40% and adding multiple copper and gold exploration targets around the Soo Copper Project.
QcX shares are expected to be delisted from the TSX Venture Exchange around September 1, 2026, and Sterling plans to apply for QcX to cease being a reporting issuer in Canada. Former QcX CEO Albert Contardi has joined Sterling’s board of directors. Sterling has also filed an early warning report after acquiring all 23,677,183 issued and outstanding QcX shares, now holding 100% of QcX.
Positive
- Acquisition closed and 100% of QcX shares acquired, totaling 23,677,183 QcX shares
- 4,922,249 Sterling shares issued to QcX holders, creating a combined ownership where Sterling holders retain 90.4%
- District footprint expanded by ~40% across the Batchewana Copper Belt, exceeding 35,000 hectares
- No finders’ fees payable in connection with the transaction, limiting direct deal costs
- 1,649,399 warrants and 299,361 options rolled into Sterling on same economic terms, aligning incentives
- Former QcX CEO Albert Contardi added to Sterling’s board, bringing legal and capital markets experience
Negative
- Dilution to existing Sterling shareholders from issuance of 4,922,249 new shares plus 1,649,399 warrants and 299,361 options
- QcX shareholders now minority with approximately 9.6% of the combined company
- QcX TSXV delisting expected around September 1, 2026, removing a standalone public listing for QcX investors
AI-generated analysis. How Rhea-AI works. Not financial advice.
Toronto, Ontario--(Newsfile Corp. - August 31, 2026) - Sterling Metals Corp. (TSXV: SAG) (OTCQB: SAGGF) ("Sterling" or the "Company") and QcX Gold Corp. (TSXV: QCX) (OTC Pink: QCXGF) ("QcX") are pleased to announce, further to their press release dated June 2, 2026, the closing of the acquisition of QcX by Sterling (the "Transaction").
The Transaction
The Transaction was completed pursuant to a court-approved plan of arrangement under the Business Corporations Act (British Columbia) as contemplated in the arrangement agreement dated June 1, 2026, between Sterling and QcX. The Transaction was approved by shareholders of QcX at the annual general and special meeting of QcX, held on August 18, 2026.
For every 4.81026 common shares of QcX (each, a "QcX Share") held, holders received one (1) common share in the capital of Sterling (each, a "Sterling Share") based on an exchange ratio of 0.20789, resulting in the issuance of 4,922,249 Sterling Shares to former holders of QcX Shares. In addition, Sterling issued an aggregate of 1,649,399 common share purchase warrants and an aggregate of 299,361 options to acquire Sterling Shares in exchange for the issued and outstanding common share purchase warrants and options to acquire QcX Shares, on the same economic terms.
Upon completion of the Transaction, existing Sterling and QcX shareholders own approximately
The QcX Shares are expected to be delisted from the TSX Venture Exchange (the "TSXV") as of the close of trading on or around September 1, 2026. Sterling will apply for QcX to cease to be a reporting issuer under applicable Canadian securities laws.
For information regarding the procedure for the exchange of QcX Shares for Sterling Shares is provided in QcX's management information circular dated July 14, 2026 (the "Circular"), related to QcX's annual general and special meeting. The Circular and accompanying letter of transmittal are available under QcX's SEDAR+ profile at www.sedarplus.ca.
Transaction Highlights
The Transaction consolidates a land package exceeding 35,000 hectares across the Batchewana Copper Belt in northern Ontario, expanding Sterling's district footprint by approximately
Board of Directors
In connection with the completion of the Transaction, Albert Contardi, former Chief Executive Officer of QcX, has been appointed to the board of directors of Sterling. Mr. Contardi is a consultant/adviser with over 15 years of legal, investment and capital markets experience. He is currently President of CFT Financial Corporation, a Toronto based exempt market dealer. Mr. Contardi's expertise involves advising and structuring corporate finance transactions in the mining, tech and bio-tech sectors to maximize the value of projects/assets. Mr. Contardi has been called to the Ontario Bar and is a graduate of Queen's University Law School.
Early Warning Report
Pursuant to National Instrument 62-103 - The Early Warning System and Related Take-Over Bids and Insider Reporting Issues ("NI 62-103"), Sterling has filed an early warning report. Sterling acquired 23,677,183 QcX Shares in the context of the Transaction (the "Acquisition"). Prior to the completion of the Acquisition, Sterling did not beneficially own or control, directly or indirectly, any QcX Shares. Following the completion of the Acquisition, Sterling now beneficially owns and controls an aggregate of 23,677,183 QcX Shares representing all issued and outstanding QcX Shares.
The Acquisition was completed for investment purposes in connection with the Transaction. Sterling will seek the de-listing of the QcX Shares from the TSXV and apply to cease QcX's reporting issuer status under Canadian securities laws.
The disclosure in this news release is being issued in accordance with NI 62-103 in connection with the filing of an early warning report by Sterling on QcX's SEDAR+ profile at www.sedarplus.ca. A copy of the early warning report can be obtained by contacting Mathew Wilson (217 Queen Street West, Suite 401, Toronto, Ontario M5V 0R2), at (416) 643-3887.
About Sterling Metals
Sterling Metals Corp. is a mineral exploration company focused on large-scale Canadian copper exploration opportunities. The Company's flagship Soo Copper Project in Ontario comprises a 35,000+ hectare land position across the Batchewana Copper Belt, which hosts past production and multiple breccia and porphyry targets strategically located near robust infrastructure. Sterling also holds 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.
About QcX
QcX holds the Golden Giant Project located in the James Bay region, only 2.9 km from Azimut Exploration Inc.'s Patwon discovery on their Elmer gold project, and the Fernet Project located in the Abitibi Greenstone Belt, which is contiguous with Wallbridge Mining Company Limited's Fenelon/Martinière property. Both properties are in close proximity to major discoveries which bodes well for exploration.
For more information, please contact:
Sterling Metals Corp.
Mathew Wilson, CEO
Tel: (416) 643-3887
Email: info@sterlingmetals.ca
Website: www.sterlingmetals.ca
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
This news release contains certain "forward-looking information" within the meaning of applicable securities laws. Forward looking information is frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate", "may", "will", "would", "potential", "proposed" and other similar words, or statements that certain events or conditions "may" or "will" occur. These statements are only predictions. Forward-looking information is based on the opinions and estimates of management at the date the information is provided, and is subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking information. For a description of the risks and uncertainties facing the Company and its business and affairs, readers should refer to the Company's Management's Discussion and Analysis. The Company undertakes no obligation to update forward-looking information if circumstances or management's estimates or opinions should change, unless required by law. The reader is cautioned not to place undue reliance on forward-looking information.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/311988