Announcement • Apr 29
Fury Gold Mines Limited (TSX:FURY) completed the acquisition of Quebec Precious Metals Corporation (TSXV:QPM). Fury Gold Mines Limited (TSX:FURY) entered into an agreement to acquire Quebec Precious Metals Corporation (TSXV:QPM) for CAD 4.2 million on February 25, 2025. The holders of the issued and outstanding QPM Shares will receive 0.0741 Fury Shares for each one QPM Share held. Upon completion of the transaction, Fury will continue to be listed on the TSX and NYSE American under the same Fury name and ticker symbol. Under certain circumstances, either Fury or QPM would be entitled to a termination fee of CAD 0.2 million. Upon closing of the Transaction, the board of directors of Fury will remain unchanged to lead the combined management and project teams. The head office will continue to be in Toronto, Canada. Normand Champigny will be appointed as a strategic advisor to Fury and Fury’s representative for the Kipawa project. Following completion of the Transaction, QPM Shares will be delisted from the TSXV and QPM will cease to be a reporting issuer under Canadian securities laws.
After consultation with its legal advisors, the board of directors of Fury and QPM unanimously approved the transaction. The transaction is subject to to a number of terms and conditions, including without limitation the following: (a) approval of a special majority of the QPM shareholders, as described below; (b) acceptance of the relevant stock exchanges (TSX, NYSE American and TSX Venture Exchange (TSXV)); (c) approval of the Quebec Superior Court; (d) there being no material adverse changes in respect of either Fury or QPM. Special Committee is formed by the Board of Directors of Quebec Precious Metals. As of April 22, 2025 QPM Shareholders overwhelmingly voted in favour of the special resolution to approve the previously announced plan of arrangement under Section 192 of the Canada Business Corporations Act with Fury Gold Mines Ltd. QPM will seek a final order of the Superior Court of Québec to approve the Arrangement on April 25, 2025. The Transaction is not subject to approval by the shareholders of Fury The transaction is expected to close by the end of April 2025. As per the announcement dated March 26, 2025, Fury has secured the conditional approval of the TSX and NYSE.QPM has now secured the required no-objection letter from Corporations Canada American and schedule with an anticipated completion prior to April 30, 2025. As of April 22, 2025 it is expected that the Arrangement will be completed on or about April 28, 2025.
Evans & Evans, Inc. acted as a financial advisor and Fairness opinion provider to Quebec Precious Metals. Gilles Seguin and Julien Lefebvre of BCF LLP acted as a legal advisor to Quebec Precious Metals. Michael Taylor of McMillan LLP acted as a legal advisor to Fury Gold Mines. Computershare Investor Services Inc acted as a Transfer agent to Quebec Precious Metals. Odyssey Trust Company acted as a Transfer agent to Fury Gold Mines.
Fury Gold Mines Limited (TSX:FURY) completed the acquisition of Quebec Precious Metals Corporation (TSXV:QPM) on April 28, 2025. Trading of the QPM Shares on the TSX Venture Exchange (the “TSXV”) has been halted and will remain halted until the QPM Shares have been delisted from the TSXV, which is expected to be on or approximately by April 30, 2025. The QPM Shares will also be delisted from the Frankfurt Stock Exchange.