Sterling Metals completes QcX Gold acquisition
Key facts
- All-stock takeover
- 0.20789 SAG/sh
- Aug 31 close
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 90.4% and 9.6% of Sterling, respectively. There were no finders fees payable pursuant to the Transaction.
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 40% and adding multiple copper and gold exploration targets surrounding the Company's Soo Copper Project.
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.
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