QcX Gold wins shareholder approval for arrangement

Toronto, Ontario--(Newsfile Corp. - August 19, 2026) - QcX Gold Corp. (TSXV: QCX) (OTC Pink: QCXGF) (FSE: 21MA) (" QcX " or the " Company ") announces that, further to its press releases of June 2, 2026, July 17, 2026, and August 10, 2026, the Company is pleased to announce that the shareholders of the Company have approved, among other things, the plan of arrangement (the " Arrangement ") with Sterling Metals Corp. (" Sterling ") at the annual general and special meeting of shareholders of the Company held on August 18, 2026 (the " Meeting ").

At the Meeting, the shareholders were asked to consider, and, if thought fit, to pass, a special resolution to approve the Arrangement (the " Arrangement Resolution ") in accordance with the terms of an arrangement agreement dated June 1, 2026, between the Company and Sterling (the " Arrangement Agreement "). Under the terms of the Arrangement, Sterling will acquire all of the issued and outstanding common shares of the Company (each, a " Common Share ") 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 Arrangement Agreement, which has been filed by the Company under its SEDAR+ profile at www.sedarplus.ca .

The Arrangement Resolution required the approval of: by: (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 (" MI 61-101 ").

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% of the votes cast by shareholders. Excluding votes cast by Albert Contardi in accordance with MI 61-101, the Arrangement Resolution was approved by 99.75% 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 August 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 $0.2566 per Common Share (the " Debt Settlement ").

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 (the " Vendor ") pursuant to a mining claim acquisition agreement (the " Agreement ") dated October 14, 2025, between the Company and the Vendor, as set out in the Company's press releases of October 20, 2025 and November 7, 2025.