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QuestEx Mails And Files Special Meeting Materials In Connection With The Proposed Plan Of Arrangement With Skeena Resources

Press Release

Vancouver, British Columbia / May 6, 2022 QuestEx Gold & Copper Ltd. (TSX-V: QEX; OTCQX: QEXGF) (“QuestEx” or the “Company”) announces that it has filed and mailed meeting materials for the annual and special meeting of QuestEx securityholders (the “Meeting”) to be held in connection with the proposed plan of arrangement with Skeena Resources Limited. (“Skeena”), as previously announced on March 30, 2022.

The Arrangement

At the Meeting, holders of QuestEx common shares (the “Shareholders”),  QuestEx options (the “Optionholders”) and certain QuestEx warrants (the “Voting Warrantholders”, and together with the Shareholders and Optionholders, the “Voting Securityholders”) will be asked to consider and vote upon a plan of arrangement (the “Arrangement”) between QuestEx and Skeena pursuant to which Skeena will acquire all of the issued and outstanding common shares of QuestEx that Skeena does not currently own. Skeena currently owns 5,668,642 common shares of QuestEx, or approximately 14.0% of outstanding QuestEx common shares. Each Shareholder will be entitled to receive C$0.65 cash plus 0.0367 of a Skeena common share for each QuestEx common share held, except for Newmont Corporation, who will receive a promissory note evidencing its entitlement to the aforementioned cash and Skeena share consideration.

Your vote is important regardless of the number of QuestEx common shares (“Shares”), options (“Options”) or voting warrants (“Voting Warrants”) you own. As a Voting Securityholder, it is very important that you read the Notice of Meeting, Management Information Circular (the “Circular”) and related materials with respect to the Meeting (collectively, the “Meeting Materials”) carefully and then vote at the Meeting. You are eligible to vote if you were a Voting Securityholder of record at the close of business on April 19, 2022. You may vote in person at the Meeting or by proxy. The Meeting Materials are available under QuestEx’s profile on SEDAR at www.sedar.com and on QuestEx’s website at www.questex.ca.

The QuestEx Board of Directors and Special Committee UNANIMOUSLY recommends that Voting Securityholders vote IN FAVOUR of the proposed Arrangement.

Benefits of the Arrangement

In evaluating the Arrangement and unanimously reaching their conclusion and making their recommendations in support of the Arrangement, the QuestEx Board of Directors and Special Committee carefully considered the benefits and advantages resulting from the Arrangement, which include, but are not limited to:

  • Attractive premium of 58% to the closing price of QuestEx Shares as of March 29, 2022.
  • Skeena shares have enhanced trading liquidity and Skeena is currently well funded and has the ability to raise capital in the future.
  • Ongoing exposure to the QuestEx mineral tenures retained by Skeena in the Golden Triangle and Toodoggone areas of British Columbia.
  • Exposure to Skeena’s strong management team, technical capabilities and diversified portfolio of development projects.
  • Near-term milestones for Skeena, including ongoing infill drilling and other exploration and a Feasibility Study expected for the Eskay Creek project in 2022.
  • Expected reduction in dilution, financing, development, and execution risk.

QuestEx securityholders are encouraged to read the ‘Background to the Arrangement – Recommendation of the Board and the Special Committee’ section contained within the Circular for a full summary of the principal reasons for the unanimous recommendation of the QuestEx Board of Directors and Special Committee that Voting Securityholders vote FOR the proposed Arrangement.

Meeting Information

The Meeting will be held at the office of DuMoulin Black LLP, 10th Floor of 595 Howe Street, Vancouver, British Columbia on Wednesday, May 25, 2022 at 10:00 a.m. (PST), where Voting Securityholders will be asked to consider and vote on the Arrangement.

In light of ongoing concerns related to the spread of COVID-19, and in order to mitigate potential risks to the health and safety of QuestEx’s Shareholders, employees, communities and other stakeholders, Meeting participants are encouraged NOT to attend in person. Rather, participants are encouraged to vote on the matters BEFORE the Meeting by proxy and to join the Meeting by teleconference. Those who intend to attend the Meeting by teleconference are requested to read the notes in the form of proxy enclosed with the Circular and then to, complete, sign and mail the form of proxy in accordance with the instructions set out in the proxy and in the Circular.

To access the Meeting by teleconference, dial 1-800-319-8560 followed by the access code 200028. Voting Securityholders cannot vote their securities at the Meeting if attending via teleconference and must either vote prior to the Meeting or attend the Meeting in person in order to have their vote cast.

YOUR VOTE IS IMPORTANT – PLEASE VOTE TODAY

QuestEx Securityholder Questions and Assistance

If you have any questions or require assistance voting your Shares, Options or Voting Warrants, please contact QuestEx’s transfer agent, Computershare Investor Services Inc. directly at 1-800-564-6253. If you have questions in your consideration of the Arrangement please contact Joseph Mullin at 917-349-0060 or [email protected]

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

For more information:
T: (250) 768-1511
TF: (855) 768-1511
W: www.questex.ca

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