Fairplay Ventures Inc. Enters Into Definitive Agreement to Complete Qualifying Transaction With Ampere Metals Pty. Limited
VANCOUVER, BC / ACCESS Newswire / September 30, 2026 /Fairplay Ventures Inc. ("Fairplay") (TSXV:FPY.P), a capital pool company, and Ampere Metals Pty. Limited ("Ampere", and together with Fairplay, the "Parties") are pleased to provide an update on their proposed business combination transaction (the "Proposed Transaction") as previously announced in Fairplay 's news release dated July 7, 2026. It is expected the Proposed Transaction will qualify as Fairplay 's "Qualifying Transaction", as defined in the CPC Policy (as herein after defined) of the TSX Venture Exchange (the "TSXV").
Definitive Agreement
The Parties are pleased to announce that they, along with the shareholders of Ampere, have entered into a definitive agreement dated effective August 28, 2026 (the "Definitive Agreement") pursuant to which Fairplay will acquire all of the issued and outstanding securities of Ampere in exchange for the issuance of securities of Fairplay. As consideration for the acquisition of all of the outstanding ordinary shares of Ampere ("Ampere Shares"), holders of Ampere Shares will receive one (1) common share (each, a "Resulting Issuer Share") of Fairplay after completion of the Proposed Transaction (the "Resulting Issuer") for each one (1) Ampere Share on a post-Consolidation (as defined below) basis.
The Definitive Agreement stipulates that a wholly owned subsidiary of Fairplay, incorporated in the Province of Ontario by Fairplay, will amalgamate (the "Amalgamation") with a subsidiary of Ampere ("Finco") (the amalgamated company shall herein after be referred to as "Amalco"). Following the Amalgamation, Fairplay shall acquire all of the issued and outstanding Ampere Shares. The result of the foregoing shall be that on completion of the Proposed Transaction, Ampere and Amalco shall be wholly owned subsidiaries of the Resulting Issuer. Upon the completion of the Proposed Transaction, it is expected the Resulting Issuer will change its name to Ampere Metals Ltd., or such other name as Ampere may determine (the "Name Change") and the Resulting Issuer will be a mining issuer focused on exploration of the Virginia silver project in the Santa Cruz Province, Argentina (the "Virginia Silver Project").
Pursuant to the Definitive Agreement, Fairplay shall consolidate its outstanding common shares (the "Fairplay Shares") on a basis of one post-consolidation Fairplay Share for every 9 pre-consolidation Fairplay Shares (the "Consolidation").
The Parties have agreed that the Proposed Transaction is conditional upon certain conditions precedent, including, but not limited to, the completion of the Offering (as defined below), the Consolidation, Name Change and the receipt of all necessary regulatory and shareholder approvals.
Shareholder Approval
Fairplay shall hold an annual general and special shareholder meeting for the purposes of obtaining shareholder approval for the Name Change and Consolidation. Fairplay will not seek nor is it required to obtain securityholder approval of the Proposed Transaction pursuant to applicable securities laws. The Proposed Transaction is not a "Non-Arm 's Length Qualifying Transaction" as such term is defined in TSXV Policy 2.4 - Capital Pool Companies(the "CPC Policy"). No Non-Arm 's Length Party to Fairplay (as such term is defined in the CPC Policy) (a) has any direct or indirect beneficial interest in Ampere, or (b) is an insider of Ampere. There is no relationship between or among a Non-Arm 's Length Party to Fairplay and a Non-Arm 's Length Party to the Qualifying Transaction (as such terms are defined in the CPC Policy).
Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance. There can be no assurance that the Proposed Transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the filing statement to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative. The TSXV has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this news release.
The Offering
The Proposed Transaction remains conditional upon an expected non-brokered offering (the "Offering") of subscription receipts (the "Subscription Receipts") to be offered through Finco. Pursuant to the Definitive Agreement, the Offering is expected to be priced at $0.75 per Subscription Receipt, for aggregate gross proceeds of up $10,000,000, subject to adjustment, as may be agreed to by Ampere and Fairplay, provided that the proceeds from the Offering are sufficient for the Resulting Issuer to meet the initial listing requirements of the TSXV.
It is expected that each Subscription Receipt will represent the right of a holder to receive, upon satisfaction or waiver of certain escrow release conditions, without payment of additional consideration, one common share of Finco (a "Finco Share") and one half of one Finco common share purchase warrant (each whole warrant, a "Finco Warrant"), in accordance with the terms and conditions of a subscription receipt agreement (the "Subscription Receipt Agreement") to be entered into among the Parties, Finco and a subscription receipt and escrow agent upon closing of the Offering.
Pursuant to the terms of the Proposed Transaction, the Offering and the Subscription Receipt Agreement, each Finco Share issued upon conversion of the Subscription Receipts would be exchanged for one Resulting Issuer Share and each Finco Warrant issued upon conversion of the Subscription Receipts would be exchanged for one common share purchase warrant of the Resulting Issuer.
The Parties expect to announce the Offering by news release upon launch of the same, and to include additional details and final terms of the Offering in such news release.
The Resulting Issuer
The Parties expect that the Resulting Issuer following from the Proposed Transaction will carry on the existing business of Ampere and be a mineral exploration company focused on exploration of the Virginia Silver Project.
Trading Halt
The Fairplay Shares are currently halted from trading and are not expected to resume trading until the Proposed Transaction is completed.
About Ampere Metals Pty. Limited
Ampere is an Australian based silver-gold mining company, headquartered in Perth, Western Australia, which is focused on delivering value through high-quality projects. Led by a seasoned team, it targets geologically strong, and economically viable assets to deliver sustainable returns. Ampere holds an option to acquire the mineral rights and landholdings applicable to the Virginia Silver Project.
About Fairplay Ventures Inc.
Fairplay was incorporated under the Business Corporations Act (Ontario) in July of 2019. Fairplay is headquartered in Toronto and is listed as a capital pool company on the TSXV, and the Fairplay Shares are listed for trading on the TSXV under the symbol FPY.P. Fairplay 's business objective is to identify and evaluate assets or businesses with a view to completing a "Qualifying Transaction." Fairplay has not commenced commercial operations and has no assets other than cash. It is intended that the Proposed Transaction, when completed, will constitute Fairplay 's "Qualifying Transaction".
Further Information
Fairplay will provide further details in respect of the Proposed Transaction in due course by way of news release. However, Fairplay will make available to the TSXV all information, including financial information, as required by the TSXV and will provide, in a news release to be disseminated at a later date, required disclosure.
All information contained in this news release with respect to Fairplay and Ampere was supplied by the Parties respectively, for inclusion herein, without independent review by the other Party, and each Party and its directors and officers have relied on the other Party for any information concerning the other Party.
Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and if applicable pursuant to the requirements of the TSXV, majority of the minority shareholder approval. Where applicable, the Proposed Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.
For further information please contact:
Fairplay Ventures Inc.
Mark Scarrow - Chief Financial Officer
Tel: 416-617-0305
Email: mark@thescarrows.com
Ampere Metals Pty. Limited
Eduardo Piñero - Managing Director
Tel: +61 438 060 881
Email: eduardo.pinero@amperemetals.com
The securities described herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended, or any U.S. state securities laws, and may not be offered or sold in the United States without registration under the United States Securities Act of 1933, as amended, and all applicable state securities laws or compliance with the requirements of an applicable exemption therefrom. This news release does not constitute an offer to sell or the solicitation of an offer to buy the securities described herein in the United States, nor may there be any sale of such securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
Notice on Forward Looking Information
This news release contains certain statements which constitute forward-looking statements or information (collectively, "forward-looking information") within the meaning of applicable securities laws in Canada. Any statements about the Parties ' expectations, beliefs, plans, goals, targets, predictions, forecasts, objectives, assumptions, information and statements about possible future events, conditions and results of operations or performance are not historical facts and may be forward-looking. Forward-looking information is often, but not always, made through the use of words or phrases such as "anticipates", "aims", "strives", "seeks", "believes", "can", "could", "may", "predicts", "potential", "should", "will", "estimates", "plans", "mileposts", "projects", "continuing", "ongoing", "expects", "intends" and similar words or phrases suggesting future outcomes. Forward-looking information in this news release includes, but is not limited to, statements in respect of: the Definitive Agreement; completion of the Proposed Transaction, if it is to be completed at all; satisfaction of the conditions precedent to closing of the Proposed Transaction, including the completion of the Offering, Name Change and Consolidation; the Offering, including the gross proceeds to be raised and the terms and conditions upon which such proceeds are raised; the successful conversion of the Subscription Receipts; receipt of all regulatory approvals with respect of the Proposed Transaction, including approval of the TSXV; receipt of shareholder approval of Fairplay; receipt of shareholder approval of Ampere, if applicable; the resumption of trading of the Fairplay Shares; and the business plans of the Resulting Issuer.
The forward-looking information that may be in this news release is based on current expectations, estimates, projections and assumptions, having regard to Fairplay 's experience and its perception of historical trends which have been used to develop such statements and information, but which may prove to be incorrect, and includes, but is not limited to, expectations, estimates, projections and assumptions relating to: the timely receipt of the TSXV 's, third parties ', and regulatory bodies ' approvals in connection with the Proposed Transaction, and ancillary matters related thereto; satisfactory completion of due diligence, in a timely manner by the Parties; all closing conditions to the Proposed Transaction being satisfied and the closing of the Proposed Transaction occurring as anticipated; market competition; general business and economic conditions; no material changes with respect to the Parties and their respective businesses; and the possibility that results from the Resulting Issuer 's growth and development plans will not be consistent with Fairplay 's expectations.
Although Fairplay believes that the expectations reflected in this forward-looking information are reasonable, undue reliance should not be placed on it because Fairplay can give no assurance that it will prove to be correct. Since forward-looking information addresses future events and conditions, by its very nature it involves inherent risks and uncertainties. Current conditions, economic and otherwise, render assumptions, although reasonable when made, subject to greater uncertainty. Undue reliance should not be placed on forward-looking information as actual results may differ materially from those expressed or implied by forward-looking information.
Events or circumstances may cause actual results to differ materially from those predicted as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of Fairplay, including, without limitation, the following risk factors: the Offering may not be completed or the gross proceeds raised from the Offering may be significantly less than the amount anticipated as a result of, among other things, market conditions and investor sentiment; Fairplay and Ampere will not obtain all requisite approvals for the Proposed Transaction, including the approval of their respective shareholders (if required), or the approval of the TSXV (which may be conditional upon amendments to the terms of the Proposed Transaction); volatility within the stock markets may adversely affect the price of the Resulting Issuer 's securities, regardless of its operating performance; and the Proposed Transaction not being completed on the terms anticipated or at all, including due to a closing condition not being satisfied, such as the inability to obtain receipt of all necessary securityholder, third party, TSXV, and regulatory approvals or consents.
Additional information regarding some of these risks, expectations or assumptions and other risk factors are contained in Fairplay 's filings with Canadian securities regulators, including its final long form prospectus dated October 22, 2021, and which are available on Fairplay 's SEDAR+ profile atwww.sedarplus.ca.
Readers are cautioned not to place undue reliance on this forward-looking information. The forward-looking information contained in this news release is made as of the date hereof and Fairplay undertakes no obligation to update publicly or revise any forward-looking information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.
SOURCE:Fairplay Ventures Inc.
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