Toronto, Ontario--(Newsfile Corp. - August 19, 2026) - QcX Gold Corp. (TSXV: QCX) (OTC Pink: QCXGF) (FSE: 21MA) ("QcX" or the "Company") announces that, further to its press releases of June 2, 2026, July 17, 2026, and August 10, 2026, the Company is pleased to announce that the shareholders of the Company have approved, among other things, the plan of arrangement (the "Arrangement") with Sterling Metals Corp. ("Sterling") at the annual general and special meeting of shareholders of the Company held on August 18, 2026 (the "Meeting").

At the Meeting, the shareholders were asked to consider, and, if thought fit, to pass, a special resolution to approve the Arrangement (the "Arrangement Resolution") in accordance with the terms of an arrangement agreement dated June 1, 2026, between the Company and Sterling (the "Arrangement Agreement"). Under the terms of the Arrangement, Sterling will acquire all of the issued and outstanding common shares of the Company (each, a "Common Share") and issue 0.20789 of a common share of Sterling for each Common Share held. Further details regarding the terms and conditions of the Arrangement are set out in the management information circular of the Company and Arrangement Agreement, which has been filed by the Company under its SEDAR+ profile at www.sedarplus.ca.

The Arrangement Resolution required the approval of: by: (i) at least two-thirds of the votes cast by shareholders at the meeting, either present in person or by proxy; and (ii) a simple majority of the votes cast by shareholders at the meeting, present or in person or represented by proxy, excluding votes cast by Albert Contardi, the Chief Executive Officer of the Company, pursuant to the provisions of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101").

A total of 14,105,115 Common Shares were voted FOR the Arrangement Resolution and a total of 30,225 Common Shares were voted AGAINST the Arrangement Resolution. The Arrangement Resolution was approved by 99.79% of the votes cast by shareholders. Excluding votes cast by Albert Contardi in accordance with MI 61-101, the Arrangement Resolution was approved by 99.75% of the votes cast by shareholders. No shareholders exercised dissent rights with respect to the Arrangement.

The Company has filed for the final order by the Supreme Court of British Columbia, and anticipates closing on or about August 25, 2026.

In addition, the Company is pleased to announce that, further to its press release of July 3, 2026, it has settled an aggregate of $272,088.34 of indebtedness to arm's length and non-arm's length creditors of the Company, through the issuance of 1,060,358 Common Shares at a price of $0.2566 per Common Share (the "Debt Settlement").

All securities issued pursuant to the Debt Settlement are subject to a statutory hold period of four months and one day from the issuance thereof, as applicable, in accordance with applicable securities laws. Included in the Debt Settlement, is the settlement of $15,000 owed to an arm's length vendor (the "Vendor") pursuant to a mining claim acquisition agreement (the "Agreement") dated October 14, 2025, between the Company and the Vendor, as set out in the Company's press releases of October 20, 2025 and November 7, 2025.

The Debt Settlement constitutes a related party transaction within the meaning of TSX Venture Exchange Policy 5.9 and MI 61-101 as an insider of the Company received an aggregate of 622,565 Common Shares. The Company is relying on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(b) and 5.7(1)(a) of MI 61-101, as the Company is not listed on a specified market and the fair market value of the Common Shares issuable to the insider in connection with the proposed Debt Settlement does not exceed 25% of the market capitalization of the Company in accordance with MI 61-101.

About QcX

QcX Gold is exploring for gold and VMS style mineralization on its highly prospective and well-located properties in Québec, Canada. The Golden Giant Project is located in the James Bay region, only 2.9 km from Azimut Exploration Inc.'s Patwon discovery on their Elmer gold project. The Fernet Project is located in the Abitibi Greenstone Belt and is contiguous with Wallbridge Mining Company Limited's Fenelon/Martinière property. Both properties are in close proximity to major discoveries which bodes well for exploration.

About Sterling

Sterling Metals Corp. is a mineral exploration company focused on large-scale Canadian copper exploration opportunities. The Company's flagship assets include the Soo Copper Project in Ontario, which hosts past production and multiple breccia and porphyry targets strategically located near robust infrastructure, and the Adeline Project in Labrador, which covers an extensive sediment-hosted copper belt with significant silver credits. Both projects have demonstrated potential for important new copper discoveries, underscoring Sterling's commitment to pioneering exploration in mineral-rich Canada.

On behalf of the Board of Directors:

Cautionary Note - Forward-Looking Statements

This news release contains certain "forward-looking information" and "forward-looking statements", as such terms are defined under applicable securities laws (collectively, "forward-looking statements"). Forward-looking statements can be identified by the use of words and phrases such as "plans", "expects", "is expected", "budget", "scheduled," "estimates", "forecasts", "intends", "anticipates" or "believes" or variations (including negative variations) of such words and phrases, or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Forward-looking statements herein include, but are not limited to, the expected benefits of the Arrangement, statements with respect to the consummation and timing of the Arrangement; approval by QcX's shareholders; the satisfaction of the conditions precedent of the Arrangement; timing, receipt and anticipated effects of court, regulatory and other consents and approvals and the strengths, characteristics and potential of the Arrangement. These forward-looking statements are based on current expectations and are subject to known and unknown risks, uncertainties and other factors, many of which are beyond Sterling' and QcX's ability to predict or control and could cause actual results to differ materially from those contained in the forward-looking statements. Specific reference is made to Sterling' and QcX's respective most recent annual management discussion and analysis on file with certain Canadian provincial securities regulatory authorities for a discussion of some of the factors underlying forward-looking statements, which include, without limitation, volatility in the prices of gold, changes in debt and equity markets, the uncertainties involved in interpreting geological data, increases in costs, environmental compliance and changes in environmental legislation and regulation, interest rate and exchange rate fluctuations, general economic conditions and other risks involved in the mineral exploration and development industry. Readers are cautioned that the foregoing list of factors is not exhaustive of the factors that may affect the forward-looking statements.

All forward-looking statements herein are qualified by this cautionary statement. Accordingly, readers should not place undue reliance on forward-looking statements. Neither Sterling nor QcX undertakes any obligation to update publicly or otherwise revise any forward-looking statements whether as a result of new information or future events or otherwise, except as may be required by law. If Sterling and/or QcX does update one or more forward-looking statements, no inference should be drawn that it will make additional updates with respect to those or other forward-looking statements.

This press release includes market, industry and economic data which was obtained from publicly available sources and other sources believed by each of Sterling and QcX to be true. Although each of Sterling and QcX believes it to be reliable, it has not independently verified any of the data from third party sources referred to in this press release, or analyzed or verified the underlying reports relied upon or referred to by such sources, or ascertained the underlying economic and other assumptions relied upon by such sources. Sterling and QcX believes that its market, industry and economic data is accurate and that its estimates and assumptions are reasonable, but there can be no assurance as to the accuracy or completeness thereof. The accuracy and completeness of the market, industry and economic data used throughout this presentation are not guaranteed and each of Sterling and QcX does not make any representation as to the accuracy or completeness of such information.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

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