Questex Gold & Copper Ltd. Announces Securityholder Approval Of Plan Of Arrangement

VANCOUVER, May 26, 2022 - QuestEx Gold & Copper Ltd. (TSXV: QEX) (OTCQX: QEXGF) ("QuestEx" or the "Company") is pleased to announce that the proposed acquisition of all of the outstanding common shares of the Company by Skeena Resources Limited ("Skeena") by way of plan of arrangement (the "Transaction") was overwhelmingly approved at QuestEx's annual general and special meeting of securityholders held on May 25, 2022 (the "Meeting").


Report on Voting Results

The resolution approving the Transaction (the "Arrangement Resolution") was required to be passed by: (i) the affirmative vote of at least two-thirds (66 2/3%) of the votes cast by QuestEx shareholders, optionholders and certain warrantholders, voting as a single class, present in person or represented by proxy at the Meeting (the "Securityholder Vote") and (ii) a simple majority of the votes cast by disinterested shareholders (being shareholders other than Skeena, Newmont Corporation and Joseph Mullin) present in person or represented by proxy at the Meeting (the "Disinterested Shareholder Vote"). The detailed results of voting on the Arrangement Resolution are provided below:


The hearing of the application for a final order in respect of the Transaction is scheduled for May 30, 2022, or as soon thereafter as the application can be heard. Closing of the Transaction remains subject to the satisfaction or waiver of the closing conditions set out in the arrangement agreement with respect to the Transaction, including the satisfaction or waiver of the conditions precedent to the concurrent sale by Skeena of certain assets of QuestEx to Newmont Saddle Minerals Ltd.


About QuestEx

QuestEx Gold & Copper Ltd. is exploring for gold and copper with a focus on the Golden Triangle and Toodoggone areas of British Columbia, Canada. It has a 100% ownership interest in one of the largest portfolios of mineral tenures in British Columbia's metal-rich Golden Triangle. The portfolio includes the 312 square km KSP property, which is surrounded by some of the most important past and current mining and development projects in British Columbia (e.g. Eskay Creek, Snip, Brucejack, KSM, Johnny Mountain). In the northern corner of the Golden Triangle in the Red Chris mining district, QuestEx's portfolio includes the Castle property, a porphyry copper-gold project located adjacent to Newmont's Saddle property, and along trend of the Saddle North porphyry copper-gold deposit (more than 10 million ounces gold, in all categories). Other properties include North ROK, Coyote, and Kingpin in the Golden Triangle, Sofia in the Toodoggone district and Heart Peaks and Hit in other strategic districts within British Columbia.


ON BEHALF OF THE BOARD OF DIRECTORS OF QuestEx Gold & Copper Ltd.

"Joseph Mullin"
Joseph Mullin, Chief Executive Officer and Director



Neither the Exchange nor its regulation services provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this news release.


Cautionary Statements Regarding Forward-Looking Statements

This news release contains "forward-looking information" and "forward looking statements" within the meaning of applicable Canadian securities legislation (collectively herein referred to as "forward-looking information"). Wherever possible, words such as "expects", "expected", "strategic" and similar expressions or statements that certain actions, events or results "will" or "may" be taken, occur or be achieved, or the negative forms of any of these terms and similar expressions, have been used to identify forward-looking information. Forward-looking information contained herein includes, but is not limited to the consummation and timing of the Transaction, the satisfaction of the conditions precedent to the Transaction, the date of the hearing of the application for a final order in respect of the Transaction, and discussion of future plans, projects, objectives, estimates and forecasts and the timing related thereto.

Forward-looking information is subject to a variety of known and unknown risks, uncertainties and other factors that could cause actual results, actions, events, conditions, performance or achievements to materially differ from those expressed or implied by the forward-looking information, including, without limitation, the risk that the Transaction is not completed, on the timeline currently contemplated or at all, the potential of a third party making a superior proposal to the Transaction and such other risks as are identified in QuestEx's public disclosure documents filed on SEDAR at www.sedar.com (the "QuestEx Disclosure Documents"). This list is not exhaustive of the factors that may affect any of our forward-looking information. Although we have attempted to identify important factors that could cause actual results, actions, events, conditions, performance or achievements to differ materially from those contained in forward-looking information, there may be other factors that cause results, actions, events, conditions, performance or achievements to differ from those anticipated, estimated or intended.

Our forward-looking information is based on the assumptions, beliefs, expectations and opinions of management on the date the statements are made, many of which may be difficult to predict and beyond our control. In connection with the forward-looking information contained in this news release, we have made certain assumptions about, among other things, our ability to satisfy the terms and conditions precedent to the Transaction. Although we believe that the assumptions inherent in forward-looking information are reasonable as of the date of this news release, these assumptions are subject to significant business, social, economic, political, regulatory, competitive and other risks and uncertainties, contingencies and other factors that could cause actual actions, events, conditions, results, performance or achievements to be materially different from those projected in the forward-looking information. The Company cautions that the foregoing list of assumptions is not exhaustive. Other events or circumstances could cause actual results to differ materially from those estimated or projected and expressed in, or implied by, the forward-looking information contained in this news release.

Additional information about the risks and uncertainties concerning forward-looking information and material factors or assumptions on which such forward-looking information is based is provided in the QuestEx Disclosure Documents. Forward-looking information is not a guarantee of future performance. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Forward-looking information involves statements about the future and is inherently uncertain, and our actual achievements or other future events or conditions may differ materially from those reflected in the forward-looking information due to a variety of risks, uncertainties and other factors, including, without limitation, those referred to in this news release and the QuestEx Disclosure Documents. For the reasons set forth above, readers and prospective investors should not place undue reliance on forward-looking information.

We do not assume any obligation to update forward-looking information, whether as a result of new information, future events or otherwise, other than as required by applicable law.

SOURCE QuestEx Gold & Copper Ltd.



Contact

QuestEx Gold & Copper Ltd.
T: (250) 768-1511
TF: (855) 768-1511
W: www.questex.ca