Fife Capital Corp. Enters into Letter of Intent for Qualifying Transaction with Ampere Metals Pty Limited

Executive Summary

• Fife Capital Corp. (FIFE) and Ampere Metals Pty. Ltd. have signed a non‑binding Letter of Intent to consummate a reverse‑takeover, whereby FIFE will acquire 100 % of Ampere’s issued and outstanding securities in exchange for FIFE shares.
• The transaction is intended to serve as the “Qualifying Transaction” required for FIFE as a capital pool company and will result in the combined entity being renamed Ampere Metals Limited (or similar).
• A concurrent financing of at least C$15 million is planned, with proceeds earmarked for the resulting issuer’s operations, transaction costs and working capital.

Key Details

• Proposed Structure: Share exchange/plan of arrangement/amalgamation – exact form to be determined by advisors.
• Exchange Ratio: Initially expected to be 1 FIFE Share : 1 Ampere Share (subject to adjustment).
• Share Count: Ampere has 47,500,000 issued shares plus 26,000,000 convertible securities; up to 16,000,000 of the convertibles are expected to be cancelled prior to closing.
• Resulting Issuer: Anticipated name “Ampere Metals Limited” with a new ticker symbol; board and officers will be appointed by Ampere.
• Trading Halt: FIFE shares are halted pending filing of required documentation and Exchange approval.
• Concurrent Financing: Minimum gross proceeds of C$15 million to be raised on market‑determined terms; use of proceeds includes funding the combined business, general & administrative expenses, transaction costs, and working capital.
• Regulatory Conditions: Completion subject to satisfactory due diligence, execution of a definitive agreement, all required regulatory approvals (including Exchange listing), third‑party consents, no adverse material change, and successful concurrent financing.
• Sponsorship Waiver: FIFE will seek a waiver from the TSX Venture Exchange’s sponsorship requirement for qualifying transactions; no guarantee such waiver will be granted.
• Advisors: Ampere has retained ECM Capital Advisors Ltd. as financial advisor for both the proposed transaction and concurrent financing.

Notable Quotes

(No direct quotes were provided in the release.)