XXIX.V · 2024-10-01 12:00:00

QC Copper Announces Strategic Acquisition of Cuprum Corp. QC Copper to acquire Cuprum and its 100% owned Thierry Copper Project in an all-share deal The acquisition strengthens QC Copper's position as a major Canadian copper

Mergers & Acquisitions

QC Copper Announces Strategic Acquisition

of Cuprum Corp.

QC Copper to acquire Cuprum and its 100% owned Thierry Copper Project in an all-share

deal

The acquisition strengthens QC Copper's position as a major Canadian copper

developer with two large two, easily accessible multi-billion-pound copper projects

Thierry Copper Project, a 7,907-hectare past producer, offers significant growth potential

The combined company will rebrand as XXIX Metal Corp., reflecting copper's atomic

number 29

Toronto, Ontario--(Newsfile Corp. - October 1, 2024) - QC Copper and Gold Inc. (TSXV: QCCU)

(OTCQB: QCCUF) ("

QC Copper

" or the "

Company

") is excited to announce a binding share purchase

agreement with the principal shareholders of Cuprum Corp. ("

Cuprum

") and its concurrent offer to

purchase to all of the other shareholders of Cuprum pursuant to which the Company expects to acquire

100% of Cuprum in an all-share deal (the "

Acquisition

"). This Acquisition will establish QC Copper as

one of Canada's largest copper resource developers, with two multi-billion-pound copper deposits in

Quebec and Ontario-Canada's best mining jurisdictions.

"This acquisition will mark a transformative step in QC Copper's growth. With the addition of the Thierry

Copper Project, we would have two cornerstone assets in Canada's top mining regions, significantly

expanding our resource base and infrastructure. Both Thierry and Opemiska are in mining-friendly areas

with access to critical infrastructure such as all-season roads, power, and rail, and both historically sent

copper concentrates to the Horne Smelter. These geographic advantages reduce capital expenditure

and operational risks while optimizing supply chain efficiency-crucial as the global copper market faces

constraints. Securing copper supply is more important than ever, with exploration and development at

record lows. Canada's mining sector is at a critical juncture, facing challenges like regulatory bottlenecks

and underinvestment. As we transition to XXIX Metal Corp., we are positioning ourselves to meet

growing global demand and help Canada reaffirm its role as a global mining leader," said Stephen

Stewart, CEO of QC Copper.

Strategic Value of Cuprum's Thierry Copper Project

The Thierry Copper Project ("

Thierry

") spans 7,907 hectares and historically produced 5.8 million

tonnes grading 1.13% copper, and 0.14% nickel. Both QC Copper's Opemiska and Cuprum's Thierry

Mine historically shipped its copper concentrates to the Horne Smelter in Rouyn-Noranda. Thierry

currently hosts two resource-stage deposits-Thierry Underground, known as K2 and the K1 Open Pit,

both with National Instrument 43-101 -

Standards of Disclosure for Mineral Projects

NI 43-101

compliant resources. Thierry has two additional near surface zones-J & G zones-with historical

resources (see the disclosure below on Historical Resources). Thierry can be easily accessed via all-

season road and is proximal to other necessary infrastructure including hydroelectric power, rail and

airport.

Thierry Resources

Thierry (Underground) Mineral Resource Estimate at $60/t Cut-Off:

Classification

Tonnes

Cu (%)

Ni (%)

Au (g/t)

Pt (g/t)

Pd (g/t)

Ag (g/t)

Measured

3,233,000

1.65

0.19

0.03

0.09

4.6

Indicated

5,582,000

1.66

0.19

0.05

0.14

3.8

Measured & Indicated

8,815,000

1.66

0.19

0.05

0.04

0.13

4.0

Inferred

14,922,000

1.64

0.16

0.10

0.07

0.21

6.4

Table 1) 2021 Thierry underground mineral resource estimate.

K1-1 Pit Constrained Inferred Mineral Resource Estimate at $12/t Cut-Off:

$12/tonne cut-off NSR

Tonnes

Cu (%)

Ni (%)

Au (g/t)

Pt (g/t)

Pd (g/t)

Ag (g/t)

Inferred

53,614,000

0.38

0.10

0.03

0.05

0.14

1.8

Table 2) 2021 K1-1 open pit inferred resource estimate.

Historical Mineral Resources for J & G Zones (see disclosure regarding Historical Resources):

Classification

Tons

Cu (%)

Ni (%)

Surface to level 1,000 ft

55,000,000

0.40

0.11

Table 3) Historical Resources at J & G zones (UMEX 1974, 1981).

Disclosure Regarding Historical Resources

As at the date of this news release, a qualified person has not completed sufficient work to classify the

above historical estimate as current mineral resources or mineral reserves in accordance with NI 43-101

and QC Copper is not treating the historical estimate above as current mineral resources. In order to

verify the historical estimate, QC Copper needs to retain a qualified person to review the historical data,

review any work completed on the property since the date of the estimate and complete a new technical

report. QC Copper views this historical data as a conceptual indication of the potential size and grade of

the gold deposits in the area, and this data is relevant to ongoing exploration efforts.

Substantial Increase to QC Copper's Global Resource Base

The acquisition of Thierry would potentially increase QC Copper's current copper resource base by

70%. QC Copper reminds its shareholders of Opemiska's high-grade mineral resource estimate.

Opemiska Deposit Summary of Pit Constrained Mineral Resources, 0.15% CuEq cut-off and Out-of-Pit

Mineral Resources, 0.8% CuEq cut-off:

Pit Constrained

Tonnes

CuEq

0.15% CuEq Cut-Off

(k)

(%)

(M lbs)

(g/t)

(koz)

(g/t)

(koz)

(%)

(M lbs)

Measured

52,704

0.77

892

1.65

2,800

0.3

500

0.94

1,091

Indicated

34,629

0.77

586

1.31

1,458

0.24

261

0.9

690

Measured & Indicated

87,333

0.77

1,478

1.52

4,258

0.27

762

0.93

1,780

Inferred

9,791

0.48

104

2.19

689

0.18

0.59

128

Table 4) Pit Constrained Resource at Opemiska

Out of Pit

Tonnes

CuEq

0.8% CuEq Cut-Off

(k)

(%)

(M lbs)

(g/t)

(koz)

(g/t)

(koz)

(%)

(M lbs)

Measured

4,064

1.24

111

3.81

498

0.32

1.44

129

Indicated

6,067

1.18

157

3.92

764

0.22

1.32

176

Measured & Indicated

10,130

1.2

268

3.87

1,261

0.26

1.37

305

Inferred

1,162

0.89

5.84

218

0.4

1.15

Table 5) Out of Pit Resource at Opemiska

Total

Tonnes

CuEq

0.15% & 0.8% CuEq Cut-

Off

(k)

(%)

(M lbs)

(g/t)

(koz)

(g/t)

(koz)

(%)

(M lbs)

Measured

56,767

0.8

1,003

1.81

3,297

0.3

542

0.97

1,219

Indicated

40,696

0.83

743

1.7

2,222

0.23

303

0.97

866

Measured & Indicated

97,463

0.81

1,746

1.76

5,519

0.27

845

0.97

2,085

Inferred

10,953

0.53

127

2.58

907

0.2

0.65

157

Table 6) Total Resource at Opemiska

Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability.

The estimate of Mineral Resources may be materially affected by environmental, permitting, legal,

title, taxation, socio-political, marketing, or other relevant issues.

The Inferred Mineral Resource in this estimate has a lower level of confidence than that applied to

an Indicated Mineral Resource and must not be converted to a Mineral Reserve. It is reasonably

expected that the majority of the Inferred Mineral Resource could potentially be upgraded to an

Indicated Mineral Resource with continued exploration.

The Mineral Resources were estimated in accordance with the Canadian Institute of Mining,

Metallurgy and Petroleum (CIM), CIM Standards on Mineral Resources and Reserves, Definitions

(2014) and Best Practices Guidelines (2019) prepared by the CIM Standing Committee on

Reserve Definitions and adopted by the CIM Council.

Metal prices used were US4.00/lb Cu and US$1,875/oz Au, US$24/oz Ag and 0.76 CDN$/US$

FX. Cu, Au and Ag process recovery and smelter payable were 91%, 72% and 72% respectfully.

Open pit mining cost was C$2.50/t, processing C$14/t, G&A C$2.25t. Out of pit mining costs were

C$68/t.

Pit slopes were 50 degrees in rock and 30 degrees in overburden.

Historical mined volumes were depleted from the blocks to report the correct tonnages and metal

content of the remaining high-grade vein material.

CuEq % = Cu % + (Au g/t x 0.54) + (Ag g/t x0.007.

Out-of-pit Mineral Resources were selected which exhibit continuity and reasonable potential for

extraction by the long hole underground mining method. Narrow strings of grade blocks and

orphaned blocks were depleted.

Totals may not sum due to rounding.

Unlocking Value Through Collaboration

The acquisition of Cuprum aligns with QC Copper's broader strategy to acquire high-potential assets in

Canada. Opemiska and Thierry are similar brownfield assets in established mining-friendly jurisdictions.

Like Opemiska, Thierry has an abundance of historical and recent data that the QC Copper technical

team will leverage to identify high-quality drill targets that could expand the currently known resources at

Thierry Underground and K1.

Thierry is a past producer with substantial current and historic resources along with a Preliminary

Economic Assessment (PEA) on the high-grade underground zone know as K2. Our primary focus for

Thierry will be on the K1 Zone, a large, well-modeled surface bulk-tonnage area. It remains open along

strike, and recent drilling suggests it is both wider and higher grade at depth.

Thierry offers scale, growth, and, like Opemiska, access to unparalleled infrastructure. This Acquisition

enhances the company's profile, diversifies our portfolio and gives our shareholders a multiple asset

strategy.

"This transaction is a natural extension of QC Copper's vision to become a leader in copper

development," said Stephen Stewart, CEO of QC Copper and a principal shareholder of Cuprum.

"Cuprum's Thierry project adds significant upside to our asset base, positioning us to capitalize on the

growing global demand for copper in the renewable energy and electrification sectors."

For more information on Cuprum, please visit

www.cuprum.ca

Terms of the Acquisition

Pursuant to the terms of the share purchase agreement with the principal shareholders of Cuprum (which

collectively own 41.3% of Cuprum) and the offer to purchase that was issued to all of the other

shareholders of Cuprum, QC Copper will issue 1.1538 common shares of QC Copper ("

QC Copper

") for every Cuprum common share, based on QC Copper's share price of $0.13. QC Copper

will issue an aggregate of 82.76 million QC Copper Shares in connection with the Acquisition, securing

full ownership of Cuprum's assets, including the multi-billion-pound Thierry Copper Project.

Consolidated Development Plan

With this Acquisition, QC Copper can build out each asset in stages with key milestones and critical

paths outlined. While QC Copper continues to focus on its Opemiska project to move towards a PEA, it

will concurrently focus on establishing an updated mineral resource at Thierry based on meticulous data

compilation and a large-scale drill program, similar to the initial resource development at Opemiska.

A New Era:

Rebranding as XXIX Metal Corp.

Following the completion of the Acquisition and subject to regulatory and TSX Venture Exchange

TSXV

") approvals, QC Copper intends to change its name to XXIX Metal Corp. ("

XXIX

"), with a new

TSXV ticker symbol XXIX, signaling a new era for the Company. XXIX represents copper's atomic

number, 29, indicating commitment and focus on becoming a dominant player in the copper

development space.

With the Acquisition of Cuprum, XXIX will be one of Canada's largest resource portfolios, and will

establish itself as Eastern Canada's largest copper developer.

Conditions and Approvals

This Acquisition is subject to approval from the TSXV and QC Copper's disinterested shareholders, with

an annual general and special meeting of shareholders expected to be held in December, 2024 (the

Meeting

"). Full details of the Acquisition will be included in the management information circular to be

mailed to shareholders in connection with the Meeting. Subject to these approvals, closing is expected

by the end of December, 2024.

Governance and Shareholder Protections

The Acquisition will be a Non-Arm's Length Transaction under TSXV policies, and will be treated as a

"related party transaction" under Multilateral Instrument 61-101 -

Protection of Minority Security Holders

in Special Transactions

MI 61-101

") as certain directors and officers of QC Copper and of a

controlling shareholder of Cuprum are also directors, officers and/or shareholders Cuprum. These

directors and officers own, directly or indirectly, 3,400,000 Cuprum Shares and are expect to receive an

aggregate of 3,922,920 QC Copper Shares pursuant to the Acquisition.

MI 61-101 requires that an issuer obtain approval of a majority of the disinterested shareholders as well

as a formal valuation for a transaction that constitutes a related party transaction, absent an exemption

from such requirements. Each issuance of QC Copper Shares to a related party will be considered a

"related party transaction" within the meaning of MI 61-101 but it is expected that each will be exempt

from the valuation requirement of MI 61-101 as the QC Copper Shares are not listed on a specified

market, and from the minority shareholder approval requirements of MI 61-101 in that the fair market

value of the consideration of the QC Copper Shares issued to each related party will not exceed 25% of

the Company's market capitalization.

QC Copper's Board of Directors formed a Special Committee to evaluate the Acquisition, ensuring the

transaction serves the best interests of all shareholders. Independent financial advisory firm Evans &

Evans, Inc. provided a fairness opinion, confirming that the Acquisition is fair, from a financial point of

view, to the shareholders of QC Copper. The Board has unanimously approved the Acquisition and

recommends that shareholders vote in favor at the Meeting.

Qualified Person Statement

The technical information contained in this news release has been reviewed and approved by Charles

Beaudry, P.Geo and géo., Director and Vice President Exploration for QC Copper & Gold, a Qualified

Person, as defined in "National Instrument 43-101, Standards of Disclosure for Mineral Projects."

About Cuprum Corp.

Cuprum owns 100% of the Thierry Copper project which is the largest primary copper project in Pickle

Lake, Ontario. Thierry spans 7,907 hectares across 27 mineral leases, 163 contiguous cell claims and

16 boundary claims. The property hosts two past-producing open pits that transitioned to underground

mining-producing 5.8Mt @ 1.13% Cu, 0.14% Ni between 1976 - 1982 by UMEX Inc. Historically, copper

concentrate was shipped to the Horne Smelter in Rouyn-Noranda, QC. Significant infrastructure is

already in place, with the property being accessible via all-season road, an airport within 5km, a

provincial power grid within 8km, and nearby rail.

About QC Copper & Gold Inc.

QC Copper & Gold Inc. is advancing its flagship Opémiska copper mining complex in Quebec, a former

high-grade copper producer. The Company's most recent resource estimate outlined a substantial 2.1

billion pounds of copper equivalent in measured and indicated resources, solidifying QC Copper's

position as a key player in the Canadian copper sector.

For further information, please contact:

Stephen Stewart, Chief Executive Officer

Phone: 416.644.1567

Email:

[email protected]

Forward Looking Statements

This news release contains certain forward-looking information. All statements included herein, other

than statements of historical fact, are forward-looking information and such information involves various

risks and uncertainties. In particular, this news release contains forward-looking information in relation to:

the anticipated benefits of the Acquisition to QC Copper and its shareholders; the timing and anticipated

receipt of required regulatory (including TSXV) and shareholder approvals for the Acquisition; the ability

of QC Copper to satisfy the other conditions to, and to complete, the Acquisition; and the anticipated

timing of the Meeting and the closing of the Acquisition. There can be no assurance that such information

will prove to be accurate, and actual results and future events could differ materially from those

anticipated in such information. This forward-looking information reflects the Company's current beliefs

and is based on information currently available to the Company and on assumptions the Company

believes are reasonable. These assumptions include, but are not limited to: the acceptance of the offer

to purchase by the non-principal shareholders of the Cuprum; the current share price of the QC Copper

Shares; TSXV acceptance and market acceptance of the Acquisition; the Company's current and initial

understanding and analysis of its projects; the Company's general and administrative costs remaining

constant; market acceptance of the Company's business model, goals and approach; and the feasibility

and reasonableness of conducting exploration on and developing any of the Company's projects.

Forward-looking information is subject to known and unknown risks, uncertainties and other factors

which may cause the actual results, level of activity, performance or achievements of the Company to be

materially different from those expressed or implied by such forward-looking information. Such risks and

other factors may include, but are not limited to: there is no certainty that work programs will result in

significant or successful exploration and development of the Company's properties; uncertainty as to the

actual results of exploration and development or operational activities; uncertainty as to the availability

and terms of future financing on acceptable terms; uncertainty as to timely availability of permits and

other governmental approvals; the Company may not be able to comply with its ongoing obligations

regarding its properties; the early stage development of the Company and its projects; general business,

economic, competitive, political and social uncertainties; capital market conditions and market prices for

securities, junior market securities and mining exploration company securities; commodity prices; the

actual results of current exploration and development or operational activities; competition; changes in

project parameters as plans continue to be refined; accidents and other risks inherent in the mining

industry; lack of insurance; delay or failure to receive board or regulatory approvals; changes in

legislation, including environmental legislation or income tax legislation, affecting the Company;

conclusions of economic evaluations; and lack of qualified, skilled labour or loss of key individuals. A

description of additional risk factors which may cause actual results to differ materially from forward-

looking information can be found in the Company's disclosure documents on the SEDAR+ website at

www.sedarplus.ca

. Although the Company has attempted to identify important factors that could cause

actual results to differ materially from those contained in forward-looking information, there may be other

factors that cause results not to be as anticipated, estimated or intended. Accordingly, readers should

not place undue reliance on forward-looking information. The Company does not undertake to update

any forward-looking information except in accordance with applicable securities laws.

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

news release.

To view the source version of this press release, please visit

https://www.newsfilecorp.com/release/225194

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