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.

Quebec Pegmatite Corporation completed the acquisition of First Responder Technologies Inc. (CNSX:WPN) for CAD 7.9 million in a reverse merger transaction on February 21, 2024. 18,833,333 Quebec Pegmatite Corp. Shares were issued to First Responder Technologies, resulting in the issuance of an aggregate 18,833,333 First Responder Technologies Shares to the shareholders of Quebec Pegmatite Corp. In connection with the Transaction, QPC closed two concurrent non-brokered private placements (each, a "Concurrent Financing"). The first Concurrent Financing consisted of 3,333,334 flow-through shares of QPC (the "QPC FT Shares") at a price of CAD 0.30 per QPC FT Share for aggregate gross proceeds of approximately CAD 1,000,000 (the "FT Share Financing"). The FT Share Financing closed on December 28, 2023. Each QPC FT Share was issued as a "flow-through share" within the meaning of the Income Tax Act (Canada) (the "Tax Act") and were issued as part of a charity arrangement. Upon closing the Transaction, each QPC FT Share was exchanged for QPHC Shares. The second Concurrent Financing consisted of 4,499,999 non flow-through units of QPC (the "Non-FT Units") at a price of CAD 0.15 per Non-FT Unit for gross proceeds of approximately CAD 675,000 (the "Non-FT Unit Financing"). The Non-FT Unit Financing closed on February 16, 2024. The Non-FT Units were comprised of one QPC Share and one whole share purchase warrant (each, a "QPC Warrant"). Upon closing the Transaction, each QPC Share and QPC Warrant issued under the Non-FT Unit Financing were exchanged for QPHC Shares and share purchase warrants of QPHC (each, a "QPHC Warrant"). Each QPHC Warrant entitles the holders thereof to purchase one additional QPHC Share (each, a "QPHC Warrant Share") for a period of five years from the date of issuance at an exercise price of CAD 0.25 per QPHC Warrant Share. The QPHC Warrants are subject to an accelerated expiry upon thirty (30) days' notice from QPHC in the event the common shares of QPHC trade for fourteen (14) consecutive trading days at a volume-weighted average price of at least CAD 0.50 on the stock exchange the QPHC Shares are then listed or traded. In connection with the Transaction, First Responder changed its name to Quebec Pegmatite Holdings Corp. The Transaction was approved by the shareholders of QPCH and QPC.