Quebec Pegmatite Corporation entered into a share exchange agreement to acquire First Responder Technologies Inc. (CNSX:WPN) for CAD 4.6 million in a reverse merger transaction on May 8, 2023. It is intended that First Responder Shares will be issued to holders of QPC Shares on the basis of one (1) First Responder Share for every one (1) QPC Share at a deemed price of CAD 0.42 per First Responder Share, resulting in the issuance of an aggregate 11,000,000 First Responder Shares to the shareholders of QPC. It is anticipated that First Responder will change its name to Quebec Pegmatite Holdings Corp. (the "Name Change"), and after closing of the Proposed Transaction, the resulting entity (the "Resulting Issuer") will continue the business of QPC. Upon completion of the Proposed Transaction, it is anticipated that the Resulting Issuer will be listed as a Mining Issuer on the CSE, with QPC as its primary operating subsidiary. In connection with the Proposed Transaction, QPC will arrange a concurrent non-brokered private placement of QPC Shares at CAD 0.25 per QPC Share for gross proceeds of up to CAD 1,250,000. As of December 9, 2023, the parties have revised the terms of the concurrent financing as per which, QPC will instead arrange two concurrent non-brokered private placements. First will consist of issuance of up to 4,000,000 units of QPC for gross proceeds of up to CAD 600,000 and second, will consist of up to 3,448,276 flow-through shares of QPC for gross proceeds of up to approximately CAD 1,000,000. The proceeds of the Concurrent Financing will be used to fund the expenses of the Proposed Transaction and the Concurrent Financing and the working capital requirements of the Resulting Issuer. The first directors of the Resulting Issuer are expected to be Michael Stier, Kulwant Malhi, Preet Gill, Michael Kelly and Harveer Sidhu.

The deal is subject to the approval of the shareholders of QPC, the parties obtaining all necessary consents, orders and regulatory and shareholder approvals, including the conditional approval of the CSE and the TSXV subject only to customary conditions of closing; the Name Change and any other corporate changes requested by QPC, acting reasonably, shall have been implemented; and completion of the Concurrent Financing. Marina Tran of McMillan LLP acted as legal advisor to Quebec.