Fairplay Ventures Inc. (TSXV: FPY) has entered into a definitive agreement to acquire Ampere Metals Pty. Limited, marking a significant step toward completing its qualifying transaction. The deal transforms Fairplay, a capital pool company, into a mineral exploration entity focused on the Virginia Silver Project in Argentina.

Transaction structure and terms

Under the agreement effective August 28, 2026, Fairplay will acquire all issued and outstanding securities of Ampere. Holders of Ampere shares will receive one common share of the resulting issuer for each Ampere share on a post-consolidation basis. Prior to this exchange, Fairplay will consolidate its outstanding common shares on a basis of one post-consolidation share for every 9 pre-consolidation shares.

The transaction involves an amalgamation between a wholly owned subsidiary of Fairplay and Finco, a subsidiary of Ampere. Upon completion, both Ampere and the amalgamated company will become wholly owned subsidiaries of the resulting issuer, which is expected to change its name to Ampere Metals Ltd.

Financing conditions

The proposed transaction remains conditional upon a non-brokered offering of subscription receipts through Finco. Key details of the offering include:

The proceeds from this offering must be sufficient for the resulting issuer to meet the initial listing requirements of the TSX Venture Exchange (TSXV). Each subscription receipt represents the right to receive one common share of Finco and one-half of one Finco common share purchase warrant upon satisfaction of escrow release conditions.

Regulatory and shareholder approvals

Fairplay will hold an annual general and special shareholder meeting to obtain approval for the name change and share consolidation. The transaction is not classified as a "Non-Arm's Length Qualifying Transaction" under TSXV Policy 2.4, as no non-arm's length party to Fairplay holds a beneficial interest in or is an insider of Ampere.

Completion is subject to several conditions precedent, including:

• Receipt of all necessary regulatory approvals, including TSXV acceptance.
• Completion of the offering and share consolidation.
• Satisfaction of escrow release conditions for subscription receipts.

The Fairplay shares are currently halted from trading and are not expected to resume until the proposed transaction is completed. Investors are cautioned that trading in capital pool company securities is highly speculative, and the TSXV has not approved or disapproved the merits of the transaction.

Fairplay published new security guidance on September 7, 2026, to help users protect their accounts when accessing online services through public or shared Wi-Fi networks.

The company stated that the publication aims to increase awareness of account protection and responsible online practices as public wireless networks remain widely used.

Public Network Risks

The guidance addresses security considerations associated with wireless networks in locations such as airports, hotels, cafés, coworking spaces, and railway stations. Fairplay noted that users often have limited visibility into who operates these networks or how their security is configured.

Key risks highlighted include:

• Fraudulent hotspots
• Phishing attempts
• Insecure network configurations
• Unauthorized efforts to obtain account information

Account and Device Security

Beyond network risks, the guidance covers broader account-security measures. These include password protection, additional authentication methods, and website verification. Fairplay emphasized the importance of distinguishing legitimate communications from fraudulent login pages designed to steal credentials.

Device security is also addressed as a critical component. The publication discusses the role of current operating systems, browsers, security updates, and device access controls in maintaining a safer environment on shared connections.

Monitoring Activity

Fairplay encourages users to remain aware of account activity after using unfamiliar networks. Unrecognized sessions, devices, or unexpected password changes may warrant additional attention if account information could have been exposed. The company said reviewing available security features can form part of a broader approach to protecting online access.