Quebec Precious Metals Corporation Ne New le lead ading gol old - - PowerPoint PPT Presentation

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Quebec Precious Metals Corporation Ne New le lead ading gol old - - PowerPoint PPT Presentation

Quebec Precious Metals Corporation Ne New le lead ading gol old explo lorer, Ja James Bay y reg egion of of Quebec Investors Presentation April, 2018 For discussion purposes only, subject to amendments This investor presentation and


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Quebec Precious Metals Corporation

Ne New le lead ading gol

  • ld explo

lorer, Ja James Bay y reg egion of

  • f Quebec

Investors Presentation April, 2018 For discussion purposes only, subject to amendments

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This investor presentation and the information contained herein is strictly confidential and has been prepared in connection with the private placement offering described herein and is for the confidential use of only those persons who view this investor presentation. Such materials are personal to each prospective purchaser and do not constitute an offer to any other person or the public generally to subscribe for or otherwise acquire the offered securities. Distribution of this investor presentation to any person and any disclosure of its contents without the prior written consent are prohibited. By viewing this presentation, you agree to the foregoing and not to transmit, photocopy, reproduce or otherwise make available to anyone, in whole or in part, this investor presentation or any documents delivered in connection with it or any information contained herein or to use any such information for any purpose other than for making an investment decision regarding the offered securities.

Confidentiality Notice

This presentation is not directed to, or intended for distribution to or use by, any person or entity that is a citizen or resident or located in any locality, state, country or other jurisdiction where such distribution, publication, availability or use would be contrary to law or regulation or which would require any registration or licensing within such jurisdiction. Certain information in this presentation constitutes forward-looking information within the meaning of applicable securities laws. This information is based on current expectations, assumptions and general economic and market conditions that are subject to significant risks and uncertainties that are difficult to predict, including risks relating to the ability to satisfy the conditions to completion of the transaction described in this presentation and the offering. Actual results may differ materially from results suggested in any forward-looking information. Additional information identifying risks and uncertainties is contained in filings with Canadian securities regulators, which are available at www.sedar.com.

Cautionary Statements

2018-04-26 For discussion purposes only, subject to amendments 2

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Quebec Precious Metals Corporation (Q (QPM)

  • Creation of a a new leading gold explorer in the James Bay region of Quebec.
  • Gold consolidation strategy combining gold assets from three companies listed
  • n the TSX Venture.
  • Highly prospective land package (90,868 ha) located in new Abitibi Gold Mining Camp.
  • Flagship project: Sakami - ongoing drilling program, significant grades and well-defined

drill-ready targets, to rapidly advance to mineral resource estimate stage.

  • Strategic investor, Goldcorp (to hold 14%), who operates the Éléonore gold mine, one of

Quebec’s largest gold mines, and located 90 km northwest of the Sakami project.

  • Proven management team and Board with access to capital.

2018-04-26 For discussion purposes only, subject to amendments 3

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Transaction Summary ry

Parties

  • Canada Strategic Metals Inc. (CJC), Matamec Explorations Inc. (MAT) and Sphinx Resources Ltd. (SFX),

three Quebec-focused mineral exploration companies listed on the TSX-V.

  • Goldcorp Inc. to invest at least $3.5 M in QPM plus a pro rata amount to remain at 14% undiluted, provide technical

expertise during exploration through creation of a technical committee.

Transaction

  • Conditions to close include:
  • Completion of plan of arrangement between CJC and MAT, CJC is the surviving entity.
  • Consolidation of shares by CJC and MAT (4.16 to 1).
  • MAT shareholders to receive 0.267697315 share of QPCM in exchange for each common share of MAT.
  • Transaction provides CJC and MAT shareholders with a premium of 20% to the 20-day volume weighted average price
  • f CJC and MAT on the TSX-V.
  • Asset purchase of SFX’s gold projects for 1.2 M shares of QPMC and Sirios Resources Inc. 50% interest

in Cheechoo-Éléonore Trend project for 0.3 M shares of QPMC.

  • Completion of private placement and investor rights agreement with Goldcorp.
  • Approval by CJC and MAT shareholders on June 14, 2018 and TSX Venture.
  • Closing of transaction expected around June 22, 2018.

2018-04-26 For discussion purposes only, subject to amendments 4

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SLIDE 5

John W.W. Hick

Chairman of the Board

Normand Champigny

CEO, Director

François Biron

Vice-Chairman of the Board

Jean-François Meilleur

President, Director

Jean-Sébastien Lavallée

VP Exploration, Director

Michel Gauthier

Director

Jean-Raymond Lavallée

Director

2018-04-26 For discussion purposes only, subject to amendments 5

B.A., LL.B, geological engineer, 35 years of experience in senior positions and director of TSX (or TSX-V) listed companies including gold producers Placer Dome Inc and Cambior Inc. Chairman of Sphinx Resources Ltd. B.A.Sc., M.A.Sc., ing. 37 years of experience in mining including with TYSX-V listed and private companies. Involved in mining engineering, project evaluation and project management. CEO of Sphinx Resources Ltd. B.A.Sc., ing., mining engineer, 40 years of experience in operations including Barrick Gold and Cambior. Managed the Troïlus gold mine in the James Bay region. Director, Sphinx Resources Ltd. & CEO, Matamec Explorations Inc. BBA, 15 years of experience in the financia industry. VP of Critical Elements Corporation (CRE-V), Managing Partner and co-owner of Paradox Public Relations and CEO of Canada Strategic Metals.

  • P. Geo., 15 years of experience in mineral exploration including for gold. CEO of Critical Elements Corporation, VP

Consul-Teck Exploration Inc., Executive Chairman and Exploration manager of Canada Strategic Metals. 40 years of experience in mining exploration, as contractor, consultant and manager for several mining companies in Quebec. President of Consul-Teck Exploration. B.A.Sc., M.A.Sc., Ph.D., Consultant and professor of mining exploration at Université du Québec à Montréal (UQAM). Co-baptized the Éléonore mine, in the James Bay region of Quebec. Director of Sphinx Resources Ltd.

Nathalie Laurin

CFO (part-time) 25 years of experience in administration and accounting in the financial industry, project management and natural resource sector. CFO of Critical Elements Corporation and Canada Strategic Metals.

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Operation Plan (2 (2018-2019)

  • June 22, 2018 - Close transaction and creation of QPMC.
  • Q2 2018 - Drill on Sakami (7,255 m/21 holes completed, results pending).
  • Q3 2018 - Q1 2019 - Drill on Sakami (30,000 m) for resource estimate & other targets.
  • Q4 2019 - Prepare Sakami mineral resource estimate (Inferred category).
  • Q3 2018 - Q2 2019 - Sell or find partners for non-gold, non-James Bay region assets.
  • Ongoing - Seek out more advanced stage gold projects for acquisition.

2018-04-26 For discussion purposes only, subject to amendments 6

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Bull ll Mark rkets Gold Equities Upsid ide Potential

2018-04-26 For discussion purposes only, subject to amendments 7

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Ja James Bay Regio ion, , Quebec: : the Future Abit itib ibi i Gold ld Min inin ing Camp

  • Quebec’s Abitibi gold mining camp recorded 38,334 drill holes compared to 1,824 for the James Bay region.
  • Presence of well-developed infrastructure with Plan Nord, hydropower and Goldcorp’s Éléonore mine.

2018-04-26 For discussion purposes only, subject to amendments 8

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Dis istrict-Scale Land Package wit ith Mult lti-Million Ounce Potentia ial

POSTE LEMOYNE Osisko Gold Royalties 95,000 oz Au LA GRANDE SUD Osisko Gold Royaties 350,000 oz Au ÉLÉONORE, Goldcorp Reserves 4.0 Moz Au Resources 4.1 Moz Au at start of production

  • The Abitibi gold mining camp produced over 70 Moz of gold in a 110-km long greenstone belt.
  • QPMC will own projects over 150 km of prospective greenstone belt strike length with

the Sakami project rapidly advancing to the resource estimate stage.

2018-04-26

SAKAMI, QPM PT-13-67 4.01 Au g/t / 22.60 m including 7.21 Au g/t / 7.0 m PT-14-79 6.93 Au g/t / 12.0 m including 11.35 Au g/t / 6.0 m

For discussion purposes only, subject to amendments 9

EAU CLAIRE, Eastmain Resources Resources 1.3 Moz Au ÉLÉONORE SOUTH, Goldcorp, Eastmain Resources, Azimut Exploration CHEECHOO Sirios Resources

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District-Scale Land Package - 942 km2

  • Flagship project: Sakami - advance to

resource estimate by Q4 2019.

  • Other projects (8) - identify targets and drill by

Q1 2019.

  • Second most important land package in an

underexplored region.

  • Existing infrastructure facilitates exploration

at a reasonable cost all year round.

  • Location:

✓ 133 km from Radisson ✓ 460 km from Matagami ✓ 687 km from Val-d’Or ✓ 880 km from Montreal

  • Recent market conditions and underfunded

juniors slowed down exploration.

2018-04-26 For discussion purposes only, subject to amendments 10

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The Sakami Gold Proje ject and Trend

  • Year round access and drilling.
  • Underexplored major corridor hosting from the Éléonore gold mine 90 km away.
  • 23 km along the contact between sediments and volcanics between La Grande and Opinaca sub-provinces.
  • Many gold occurrences identified over 10-km strike length.
  • La Pointe target:
  • Early 2000s - mineralization discovered at surface near Sakami Lake.
  • Until 2017 - drilling over 700 m length from surface to a 450 m vertical depth, open in all directions.
  • Significant gold grades between 20 to 50 m drilling width, highlights:

4.94 g/t Au over 21 m including 6.35 g/t Au over 11 m 4.01 g/t Au over 23 m including 7.21 g/t Au over 7.0 m 4.16 g/t Au over 21 m including 6.40 g/t Au over 13 m 2.51 g/t Au over 48 m including 6.93 g/t Au over 12 m

  • 2018 - Most important drilling program testing multiple high grade targets

(7,255 m/21 holes completed, results pending).

2018-04-26 For discussion purposes only, subject to amendments 11

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2018-04-26 For discussion purposes only, subject to amendments 12 OPEN

700 m.

LA POINTE AREA VERTICAL SECTION

Th The Sa Sakami Gold ld Projec ject La La Poin inte Target - Pla lan Vie iew

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2018-04-26 13

300 m. 200 m. 100 m. 0 m.

  • 100 m.
  • 200 m.
  • 300 m.

For discussion purposes only, subject to amendments

Th The Sa Sakami Gold ld Projec ject

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2018-04-26 For discussion purposes only, subject to amendments 14

The Sakami Gold Proje ject – Other Targets

Drill-ready targets delineated by geochemistry, sampling and trenching with high grade gold at surface.

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Pro-forma Capital Structure

Quebec Precious Metals Corporation

Canada Strategic Metals Inc. 24,742,126 Matamec Explorations Inc. 8,813,860 Sphinx Resources Ltd. 1 1,200,000 Sirios Resources Inc. 1 300,000 Total Basic Shares 35,055,987 Implied Share Price of QPMC (including premium of 20%) $ 0.61 Market Capitalization Basic $ 21,507,436.76

Goldcorp’s Investment

$3.5 M in hard cash Represents 14% of undiluted shares for 5.7 M units

  • f one share and one-half warrant per unit.

One full warrant has an exercise price of $ 0.85 for 24 months. Pre-emptive right to participate in future to maintain 14.0% or increase up to 19.9%. Receives regular technical updates. Participates in Technical Committee. Provided ownership of more than 7.5%, right to match non-equity financing.

2018-04-26 For discussion purposes only, subject to amendments 15

1 Post-transaction and post-Goldcorp investment – Sphinx (2.94%) and Sirios (0.74%) of Total Basic Shares.

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Hard Cash Offering Overview

Quebec Precious Metals Corporation

Securities Subscription receipts entitling the holder to receive one unit consisting of one common share and one-half of one warrant of Quebec Precious Metals Corporation. Purchase Price $0.61 per subscription receipt. Offering Size Up to $ 5 M (including the $ 3.5 M investment by Goldcorp Inc). Conversion The subscription receipts will be converted into the underlying one share and one-half warrant upon closing of the transaction. Warrant Terms Each full warrant will entitle the holder to acquire one common share at a price of $0.85 for two (2) years following closing of the transaction. Escrow Gross proceeds less certain fees/expenses will be held in escrow until the earlier of the closing of the transaction or will be returned to investors if closing does not occur. Use of Proceeds Exploration and generative activities on the properties and for general corporate purposes. Eligibility Eligible for RRSPs, RRIFs, RESPs, TFSAs, RDSPs and DPSPs. Offering Basis Brokered private placement. Brokers Sprott Capital Partners, a division of Sprott Private Wealth LP Canaccord Genuity Corp. Paradigm Capital Inc.

2018-04-26 For discussion purposes only, subject to amendments 16

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Charity Flow-Through Offering Overview

Quebec Precious Metals Corporation

Securities Subscription receipts entitling the holder to receive one unit consisting of one flow-through (FT) common share of Quebec Precious Metals Corporation. Purchase Price (To be determined) per subscription receipt. Offering Size Up to $ 5 M. Conversion The subscription receipts will be converted into the underlying one flow-through share upon closing of the transaction. Escrow Gross proceeds less certain fees/expenses will be held in escrow until until the earlier of the closing of the transaction or will be returned to investors if closing does not occur. Use of Proceeds Exploration and generative activities on the properties. The FT common shares shall qualify as “flow-through shares” within the meaning of the Income Tax Act (Canada). Eligibility Eligible for RRSPs, RRIFs, RESPs, TFSAs, RDSPs and DPSPs. Offering Basis Brokered private placement. Brokers Sprott Capital Partners, a division of Sprott Private Wealth LP Canaccord Genuity Corp. Paradigm Capital Inc.

2018-04-26 For discussion purposes only, subject to amendments 17

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Contact In Information

Jean-François Meilleur Chief Executive Officer Canada Strategic Metals Inc. Telephone: 514-951-2730 Email: jfmeilleur@csmetals.ca François Biron Interim Chief Executive Officer Matamec Explorations Inc. Telephone: 514-953-9356 Email: francois.biron@matamec.com Normand Champigny Chief Executive Officer Sphinx Resources Ltd. Telephone: 514-979-4746 Email: nchampigny@sphinxresources.ca

2018-04-26 For discussion purposes only, subject to amendments 18

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Appendix – Additional In Information - Pro-forma Capital St Structure

Matamec Explorations Inc. Canada Strategic Metals

Basic Shares Outstanding 136,966,852 102,927,246 Fully Diluted Shares Outstanding 140,541,852 110,794,600 Current Share Price $ 0.03 0.13 20-Day VWAP $ 0.0329 0.1229 Market Capitalization Basic $ 4,109,055.56 13,380,541.98 Market Capitalization Fully Diluted $ 4,216,255.56 14,403,303.98 Transaction Price $ 0.03948 0.14748 Premium % 20% 20% Consolidation & Share Exchange Ratio 15.53 4.16

2018-04-26 For discussion purposes only, subject to amendments 20

Figures subject to adjustments at the closing date.