Fairplay Ventures Inc. (TSXV:FPY.P) said shareholders approved every matter put to its annual and special meeting on October 8, 2026, including resolutions connected with its proposed qualifying transaction involving Ampere Metals Pty. Limited. The approvals do not complete the transaction, which remains subject to regulatory and other conditions.
#Shareholder meeting results
Fairplay reported that 8,187,333 common shares were represented at the meeting. Shareholders approved the appointment of the company’s auditors, set the board at three (3) directors and elected Jason Gorel, Mark Scarrow and Vern Vipul as the management nominees.
The meeting also approved the company’s stock option plan and resolutions related to the proposed transaction with Ampere.
#Proposed name change and share consolidation
Shareholders approved a change of the company’s name to “Ampere Metals Limited” or another name selected by Ampere and accepted by the relevant regulatory authorities.
They also approved a consolidation of Fairplay’s common shares at a ratio that may be selected by the board, up to one (1) post-consolidation share for up to nine (9) pre-consolidation shares.
#Insider option amendment
An amendment to the term of the company’s outstanding options was approved conditionally on completion of the proposed transaction. The amendment covers 425,000 options held by insiders, each with an exercise price of $0.10.
If the proposed transaction is completed prior to December 23, 2026, the revised expiry date for those options will be three (3) years after the closing date. Since the options are held by insiders, the amendment required and received approval from disinterested shareholders.
#Ampere transaction remains conditional
Ampere Metals Pty. Limited is an Australian-based silver-gold mining company headquartered in Perth, Western Australia. It holds an option to acquire the mineral rights and landholdings associated with the Virginia Silver Project.
Fairplay said completion of the proposed transaction is subject to a number of conditions, including acceptance by the TSXV and, where required under TSXV rules, majority-of-the-minority shareholder approval. Where that approval is required, the transaction cannot close until it has been obtained.
The company also cautioned that Fairplay and Ampere may not receive all necessary approvals, including TSXV approval, which could be conditional on changes to the transaction terms. Other risks identified include the effect of stock-market volatility on the securities of the resulting issuer, regardless of its operating performance, and the possibility that the transaction may not close on the anticipated terms or at all.
Those risks include a closing condition not being satisfied, such as the failure to obtain required securityholder, third-party, TSXV or regulatory approvals or consents. Further terms and conditions apply to the proposed transaction beyond those set out here.
#Fairplay’s corporate status
Fairplay was incorporated under Ontario’s Business Corporations Act in July of 2019 and is headquartered in Toronto. It is a capital pool company listed on the TSXV under the symbol FPY.P.
The company said it has not started commercial operations and has no assets other than cash. Its stated objective is to identify and assess assets or businesses with a view to completing a qualifying transaction. Fairplay intends for the proposed Ampere transaction to serve as that qualifying transaction if completed.
Fairplay said it will provide additional transaction details in a future news release and will make information required by the TSXV, including financial information, available to the exchange.
#Key Takeaways
- Fairplay shareholders approved all matters presented at the October 8, 2026 annual and special meeting.
- Resolutions included a possible name change to “Ampere Metals Limited,” a share consolidation of up to one (1) post-consolidation share for up to nine (9) pre-consolidation shares, and an insider option amendment.
- The option amendment covers 425,000 options with an exercise price of $0.10 and is conditional on completion of the proposed transaction.
- The proposed transaction with Ampere remains subject to conditions including TSXV acceptance and, where applicable, majority-of-the-minority shareholder approval.
- Fairplay said there is no assurance that the transaction will be completed as proposed or at all.
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