Quantus Resources Corp. entered into a binding letter of intent to acquire Kapa Capital Inc. (TSXV:KAPA.P) for CAD 10.7 million in a reverse merger transaction on May 4, 2020. Quantus Resources Corp. entered into an acquisition agreement to acquire Kapa Capital Inc. in a reverse merger transaction on September 22, 2020. Under the terms of the consideration, Kapa Capital will issue 44 million common shares to former Quantus shareholders to acquire Quantus. KCI will acquire 100% of the outstanding common shares of Quantus by issuing to each shareholder of Quantus one common share in the capital of Kapa Capital in exchange for one Quantus common share held by such shareholder. All convertible securities of Quantus shall be converted into convertible securities of KCI without modification to the exercise price or term. Under definitive agreement, each shareholder of Quantus will receive one common share in the capital of KCI in exchange for one Quantus common share. Assuming completion, KCI will issue a total of up to 53 million KCI shares to the shareholders of Quantus. Following the completion of the transaction, the resulting issuer will have 59 million issued and outstanding shares. Prior to the execution of the plan of arrangement KCI shall undergo a subdivision of its share capital on the basis of 1.2 new common shares for each old common share held. Assuming the concurrent financing is completed, subscribers to the concurrent financing will hold, as a group, approximately 23.6% of the resulting issuer's common shares. Other proposed transactions include the payment of 0.75 million common shares to the option holders of the Blackhawk Property constituting the final payment to acquire a 100% interest in the Blackhawk Property subject to certain royalties, a private placement by Quantus for gross proceeds of up to CAD 2.8 million and up to 4.5 million common shares of Kapa Capital shall be issued or issuable pursuant to the settlement of debt of Quantus. Upon completion of the Transaction, the Company will issue up to 53,402,273 common shares to the shareholders of Quantus. Following the completion of the Qualifying Transaction, the resulting issuer will have up to 59,402,274 issued and outstanding shares, of which Quantus shareholders would hold approximately 90% of the issued and outstanding shares of the Company. Upon completion of the transaction, the parties anticipate that the resulting issuer will be listed as a Tier 2 resource issuer on the exchange.

Upon completion of the transaction, it is expected that certain members of the Kapa Capital board will resign and the Board of Directors of the combined company will be reconstituted with nominees put forth by Quantus. The transaction is subject to completion of due diligence satisfactory to each party, approval by the shareholders of Quantus at a general meeting of shareholders and receipt of all necessary approvals to the transaction, including from the Exchange, and the approval of the Supreme Court of British Columbia after a hearing upon the fairness of the transaction. The transaction is also subject to the filing of the draft completed TSX Venture Form 3B2, public filing of the NI 43-101F1 Report on the Blackhawk Property, public filing of the fairness opinion, the completion of a non-brokered private placement by Quantus, resulting issuer receiving approval for listing on the TSX Venture Exchange. The Board of Directors of Quantus has appointed a special committee independent of Kapa Capital to review, negotiate and recommend for approval (if appropriate) the proposed transaction. The Quantus special committee is comprised of David K. Paxton, George Nicholson and Alexander Tsakumis. The transaction was approval by the Supreme Court of British Columbia on April 29, 2022. On May 11, 2022, Quantus entered into amendment agreements with KCI amending the Arrangement Agreement with KCI to extend the transaction date from May 16, 2022, to May 23, 2022. Brian Fast and Elizabeth Holden of Miller Thomson LLP acted as legal advisor to Kapa Capital. Paul M. Fang and Stephanie Lee of Fang and Associates Barristers & Solicitors acted as legal advisor to Quantus.

Quantus Resources Corp. completed the acquisition of Kapa Capital Inc. (TSXV:KAPA.P) for CAD 10.1 million in a reverse merger transaction on May 19, 2022. A total of 50,447,473 KAPA shares are issued to the shareholders of Quantus. Kapa Capital Inc. changed its name to KAPA Gold Inc. Following closing of the transaction, the directors and officers of KAPA are: David K. Paxton, Chief Executive Officer and Director, George E. Nicholson, Director, Alexander P. Tsakumis, Director, Vivian Katsuris, Director, Darren Prins, Chief Finance Officer and Anjula Trikala, Corporate Secretary.