QcX Gold Provides Additional Disclosure in Connection with Proposed Plan of Arrangement

QCX Gold Corp. (TSXV: QCX,OTC:QCXGF) (OTC Pink: QCXGF) (FSE: 21MA) ("QcX" or the "Company") in response to a request by Staff at the Ontario Securities Commission following its review of the management information circular of the Company dated July 14, 2026 (the "Circular") pursuant to Multilateral CSA Staff Notice 61-302, the Company wishes to provide further disclosure with respect to its proposed business combination with Sterling Metals Corp. ("Sterling") pursuant to a plan of arrangement (the "Arrangement") under the provisions of Division 5 of Part 9 of the Business Corporations Act (British Columbia) in accordance with the terms of an arrangement agreement dated June 1, 2026, between the Company and Sterling (the "Arrangement Agreement").

The Company confirms that on or about May 4, 2026, Mr. Albert Contardi, Chief Executive Officer of QcX, approached senior management of Sterling to explore the possibility of a proposed transaction which would consolidate the two companies' mineral properties located in the Ontario's Batchawana Greenstone Belt district. Management of QcX believed that a proposed transaction with Sterling would enhance shareholder value by providing exposure to Sterling's broader portfolio of copper and gold exploration assets and future exploration activities and minimize overall administrative and related costs.

During May 2026, following the initial discussions between Mr. Contardi and senior management of Sterling, each of QcX and Sterling, together with their respective legal advisors, conducted due diligence investigations of the other in a nature and scope customary for a transaction of this type. During this period, the parties and their advisors exchanged information and reviewed one another's respective assets, financial condition and exploration portfolios.

Mr. Contardi, together with the board of directors of QcX, and the Company's legal advisors, negotiated the terms of the proposed transaction with senior management of Sterling and its legal advisors.

The terms of the proposed transaction were negotiated based on the respective volume weighted average trading prices of the common shares of QcX and Sterling during the previous thirty trading days. The parties determined to proceed with the proposed transaction on a market basis in order to allow shareholders to participate in, and benefit from, the potential upside of owning common shares of Sterling in exchange for their common shares of QcX.

During the negotiation of the proposed Arrangement, Management of Sterling communicated that it was unwilling to assume QcX's working capital deficiency. As a result, the Company agreed to settle certain of its outstanding indebtedness, including indebtedness owed to Mr. Contardi through the issuance of common shares in the capital of the Company prior to the closing of the Arrangement. In determining which creditors' indebtedness would be settled in connection with the proposed transaction, the Company focused on its major creditors.

On June 1, 2026, the board of directors of QcX determined to proceed with the transaction and passed a resolution approving the Arrangement. No materially contrary or dissenting vote was expressed by any of the directors of QcX who considered the resolution.

On June 1, 2026, QcX and Sterling executed the Arrangement Agreement and each exchanged disclosure letters dated June 1, 2026 to the other party. The directors and officers of QcX also entered into voting support agreements with Sterling undertaking their support for the Arrangement. On June 2, 2026, QcX and Sterling jointly issued a news release announcing the Arrangement.

Further details regarding the terms and conditions of the Arrangement are set out in the Circular and Arrangement Agreement, which has been filed by the Company under its SEDAR+ profile at www.sedarplus.ca. Shareholders are encouraged to read the Circular and Arrangement Agreement prior to making decisions regarding the Arrangement.

About QcX

QcX Gold is exploring for gold and VMS style mineralization on its highly prospective and well-located properties in Québec, Canada. The Golden Giant Project is located in the James Bay region, only 2.9 km from Azimut Exploration Inc.'s Patwon discovery on its Elmer gold project. The Fernet Project is located in the Abitibi Greenstone Belt and 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.

About Sterling

Sterling Metals Corp. is a mineral exploration company focused on large-scale Canadian copper exploration opportunities. The Company's flagship assets include the Soo Copper Project in Ontario, which hosts past production and multiple breccia and porphyry targets strategically located near robust infrastructure, and 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.

Cautionary Note - Forward-Looking Statements

This news release contains certain "forward-looking information" and "forward-looking statements", as such terms are defined under applicable securities laws (collectively, "forward-looking statements"). Forward-looking statements can be identified by the use of words and phrases such as "plans", "expects", "is expected", "budget", "scheduled," "estimates", "forecasts", "intends", "anticipates" or "believes" or variations (including negative variations) of such words and phrases, or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Forward-looking statements herein include, but are not limited to, the expected benefits of the Arrangement, statements with respect to the consummation and timing of the Arrangement; approval by QcX's shareholders; the satisfaction of the conditions precedent of the Arrangement; timing, receipt and anticipated effects of court, regulatory and other consents and approvals and the strengths, characteristics and potential of the Arrangement. These forward-looking statements are based on current expectations and are subject to known and unknown risks, uncertainties and other factors, many of which are beyond Sterling' and QcX's ability to predict or control and could cause actual results to differ materially from those contained in the forward-looking statements. Specific reference is made to Sterling's and QcX's respective most recent annual management discussion and analysis on file with certain Canadian provincial securities regulatory authorities for a discussion of some of the factors underlying forward-looking statements, which include, without limitation, volatility in the prices of gold, changes in debt and equity markets, the uncertainties involved in interpreting geological data, increases in costs, environmental compliance and changes in environmental legislation and regulation, interest rate and exchange rate fluctuations, general economic conditions and other risks involved in the mineral exploration and development industry. Readers are cautioned that the foregoing list of factors is not exhaustive of the factors that may affect the forward-looking statements.

All forward-looking statements herein are qualified by this cautionary statement. Accordingly, readers should not place undue reliance on forward-looking statements. Neither Sterling nor QcX undertakes any obligation to update publicly or otherwise revise any forward-looking statements whether as a result of new information or future events or otherwise, except as may be required by law. If Sterling and/or QcX does update one or more forward-looking statements, no inference should be drawn that it will make additional updates with respect to those or other forward-looking statements.

This press release includes market, industry and economic data which was obtained from publicly available sources and other sources believed by each of Sterling and QcX to be true. Although each of Sterling and QcX believes it to be reliable, it has not independently verified any of the data from third party sources referred to in this press release, or analyzed or verified the underlying reports relied upon or referred to by such sources, or ascertained the underlying economic and other assumptions relied upon by such sources. Sterling and QcX believes that its market, industry and economic data is accurate and that its estimates and assumptions are reasonable, but there can be no assurance as to the accuracy or completeness thereof. The accuracy and completeness of the market, industry and economic data used throughout this news release are not guaranteed and each of Sterling and QcX does not make any representation as to the accuracy or completeness of such information.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts 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/308916