Fairplay Ventures Inc. Enters Into Letter of Intent for Qualifying Transaction With Ampere Metals Pty. Limited

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VANCOUVER, BC / ACCESS Newswire / July 7, 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 announce that they have entered into a non-binding letter of intent dated July 7, 2026 ("Letter of Intent"), which outlines the terms and conditions pursuant to which Fairplay is proposing to acquire all of the issued and outstanding securities of Ampere in exchange for securities of Fairplay (the "Proposed Transaction"). The Proposed Transaction will result in a reverse-takeover of Fairplay by Ampere and is intended to constitute the "Qualifying Transaction" of Fairplay under the policies of the TSX Venture Exchange (the "Exchange"), as such term is defined in Exchange Policy 2.4 - Capital Pool Companies ("Exchange Policy 2.4"). Following the completion of the Transaction, Fairplay is expected to be renamed "Ampere Metals Limited", or such other name as the Parties may determine (the "Resulting Issuer"), and is expected to carry on the current business of Ampere.

Trading of the common shares in the capital of Fairplay (each, a "Fairplay Share") is halted in accordance with the policies of the Exchange and will remain halted until such time as all required documentation in connection with the Proposed Transaction has been filed and accepted by the Exchange and permission to resume trading is obtained from the Exchange.

All amounts referred to herein are in Canadian dollars unless otherwise indicated.

Terms of the Proposed Transaction

Pursuant to the terms of the Letter of Intent, Fairplay and Ampere will negotiate and enter into a definitive agreement (the "Definitive Agreement") and other transaction documentation, incorporating the principal terms of the Letter of Intent. There is no assurance that the Definitive Agreement will be successfully negotiated or entered into. The Proposed Transaction will be structured as a share exchange, plan of arrangement, amalgamation or other form of business combination based on the advice of the Parties' respective advisors and taking into account various securities, tax, operating, and other considerations. Upon completion of the Proposed Transaction, Fairplay will have acquired 100% ownership of Ampere, the existing shareholders of Ampere will own a majority of the Fairplay Shares, and the business of Ampere will become the business of the Resulting Issuer.

Pursuant to the terms of the Proposed Transaction, all of the issued and outstanding ordinary shares of Ampere ("Ampere Shares") will be exchanged for Fairplay Shares on an exchange ratio to be determined but initially expected to be 1:1 ("Exchange Ratio"). Fairplay will complete a consolidation the Fairplay Shares in the context of setting the Exchange Ratio of no more than 9:1 (the "Consolidation").

There are approximately 50.6 million Ampere Shares issued and outstanding, as well as 10,000,000 securities convertible into 10,000,000 Ampere Shares.

The Proposed Transaction is not a "Non-Arm's Length Qualifying Transaction" within the meaning of Exchange Policy 2.4 and, as such, the approval of the shareholders of Fairplay is not required (unless otherwise mandated by the Exchange).

If Fairplay and Ampere enter into the Definitive Agreement in respect of the Proposed Transaction, Fairplay will issue a comprehensive press release at that time in accordance with the policies of the Exchange containing details of the Definitive Agreement and additional terms of the Proposed Transaction, including the proposed directors and officers of the Resulting Issuer upon completion of the Proposed Transaction.

Management and Name Change of Resulting Issuer

In connection with the Proposed Transaction, the Resulting Issuer intends to change its name to "Ampere Metals Limited" or such other name as is determined by Ampere (the "Name Change"), acting reasonably and acceptable to applicable regulators, and it will also apply to change its stock symbol.

If the Proposed Transaction is completed, it is expected that the board of directors of the Resulting Issuer will be composed of suitable nominees, each of whom will be appointed by Ampere. Further, the officers of the Resulting Issuer will be determined by Ampere prior to completion of the Proposed Transaction.

Concurrent Financing

As a condition to the closing of the Proposed Transaction, Ampere, an affiliate of Ampere, Fairplay, or an affiliate of Fairplay will complete a financing ("Concurrent Financing") currently targeted to raise gross proceeds of up to $10 million. The terms of the Concurrent Financing will be determined in the context of the market.

The proceeds of the Concurrent Financing will be used to fund the business of the Resulting Issuer, including general and administrative expenses for the Resulting Issuer, for certain transaction expenses incurred by Ampere and for general working capital purposes.

Additional details of the Concurrent Financing may be outlined in a future press release of Fairplay.

Ampere has retained ECM Capital Advisors Ltd. as financial advisor in connection with the Proposed Transaction and Concurrent Transaction.

Conditions Precedent

The Proposed Transaction is conditional upon a number of customary conditions to closing, including among others: (i) completion of satisfactory due diligence by the Parties; (ii) entering into and execution of the Definitive Agreement; (iii) receipt of all required regulatory approvals with respect to the Proposed Transaction and listing of the Resulting Issuer shares on the Exchange; (iv) all third party consents and corporate approvals necessary to complete the Proposed Transaction being obtained, including approval of the Name Change and the Consolidation, as applicable; (v) no adverse material change in the business, affairs, financial condition, or operations of Fairplay or Ampere having occurred prior to closing; and (vi) the Concurrent Financing being 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, economically viable assets to deliver sustainable returns. Ampere holds an option to acquire the mineral rights and landholdings applicable to the Virginia Silver Project located in the Santa Cruz Province, Argentina.

About Fairplay Ventures Inc.

Fairplay was incorporated under the Ontario Business Corporations Act in July of 2019. Fairplay is headquartered in Toronto and is listed as a capital pool company on the Exchange, and the Fairplay Shares are listed for trading on the Exchange under the symbol FPY.P. Fairplay's business objective is to identify and evaluate assets or businesses with a view to a potential acquisition by 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 the "Qualifying Transaction".

Further Information

Fairplay will provide further details in respect of the Proposed Transaction in due course by way of press release. However, Fairplay will make available to the Exchange all information, including financial information, as required by the Exchange and will provide, in a press release to be disseminated at a later date, required disclosure.

All information contained in this press 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 transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to the requirements of the Exchange, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or 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 Exchange has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this press release.

This press release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including any of the securities in the United States of America. The securities have not been and will not be registered under the United States Securities Act of 1933 (the "1933 Act") or any state securities laws and may not be offered or sold within the United States or to, or for account or benefit of, U.S. persons (as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is available.

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
Email: eduardo.pinero@amperemetals.com

Neither the Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) 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 ("forward-looking statements") 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: Definitive Agreement, and the final terms thereof, if the Definitive Agreement is to be entered into at all; completion of the Proposed Transaction, and the timing thereof, if it is to be completed at all; satisfaction of the conditions to closing of the Proposed Transaction, including the completion of Concurrent Financing, Name Change, and Consolidation; the Concurrent Financing, including the gross proceeds to be raised and the terms and condition upon which such proceeds are raised, and the ultimate use of proceeds; the management of the Resulting Issuer, including the composition of the board and executive team; receipt of all regulatory approvals with respect of the Proposed Transaction, including of the Exchange; 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 trend 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 Exchange's, third parties', and regulatory bodies' approvals in connection with the Proposed, and ancillary matters related thereto; satisfactory completion of due diligence, in a timely matter 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 these forward-looking statements are reasonable, undue reliance should not be placed on them because Fairplay can give no assurance that they will prove to be correct. Since forward-looking statements address future events and conditions, by their very nature they involve 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 Concurrent Offering will not be completed or as to the actual offering price or gross proceeds to be raised in connection with the Concurrent Offering, in particular, the amount raised may be significantly less than the amounts anticipated as a result of, among other things, market conditions and investor behaviour; 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 Exchange (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 parties, stock exchanges, and regulatory approvals or consents;

Additional information regarding some of these risks, expectations or assumptions and other risk factors is 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 at www.sedarplus.ca.

Readers are cautioned not to place undue reliance on these forward-looking statements. The forward-looking statements contained in this news release are made as of the date hereof and Fairplay undertakes no obligations to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.

SOURCE: Fairplay Ventures Inc.

View the original press release on ACCESS Newswire