NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
VANCOUVER, BC / ACCESS Newswire / October 14, 2026 / Fairplay Ventures Inc. ("Fairplay" or, the "Company") (TSXV:FPY.P), a capital pool company, is pleased to announce that its shareholders have approved all items of business brought before them at the Company's annual and special meeting of shareholders (the "Meeting") held on October 8, 2026, including several items of business relating to the Company's proposed qualifying transaction (the "Proposed Transaction") with Ampere Metals Pty. Limited ("Ampere").
A total of 8,187,333 common shares of the Company were represented at the Meeting. Shareholders voted in favour of all matters brought before the Meeting, as follows:
- the appointment of the auditors of the Company;
- fixing the number of directors of the Company at three (3);
- the election of the three nominees proposed as directors by management, being Jason Gorel, Mark Scarrow and Vern Vipul;
- the re-approval of the stock option plan of the Company;
- the change of name of the Company to "Ampere Metals Limited" or such other name as Ampere may determine and as may be acceptable to the applicable regulatory authorities (the "Name Change");
- the consolidation of the common shares of the Company on the basis of such consolidation ratio as may be selected by the board of directors up to a maximum ratio of one (1) post-consolidation for up to nine (9) pre-consolidation shares (the "Consolidation"); and
- the approval of the extension of the term of the outstanding stock options of the Company, conditional on completion of the Proposed Transaction (the "Option Amendment").
In connection with the Option Amendment, a total of 425,000 stock options held by insiders of the Company with an exercise price of $0.10 were amended (the "Options"). The new expiry date of the Options shall be three (3) years following the closing date of the Proposed Transaction, assuming the Proposed Transaction is completed prior to December 23, 2026. Because the Options were held by insiders, the Option Amendment was approved by a majority of disinterested shareholders who voted at the Meeting. Further details on the above matters may be found in the management information circular dated September 8, 2026 which is available on the Company's SEDAR+ profile on www.sedarplus.ca.
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: 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 Name Change and Consolidation; receipt of all regulatory approvals with respect of the Proposed Transaction, including approval of the TSXV; and if applicable; the resumption of trading of the shares of Fairplay.
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 Fairplay and Ampere; 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: Fairplay and Ampere will not obtain all requisite approvals for the Proposed Transaction, including 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 at www.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.
View the original press release on ACCESS Newswire:
https://www.accessnewswire.com/newsroom/en/metals-and-mining/fairplay-ventures-inc.-announces-results-of-annual-and-special-meeting-1236942
