FIELDEX EXPLORATION SHAREHOLDERS UNANIMOUSLY APPROVE PROPOSED “SPIN-OUT” AND REVERSE TAKE-OVER WITH IDÉNERGIE

Rouyn-Noranda, Québec, Canada, May 8, 2018 – Fieldex Exploration Inc. (TSXV: FLX) (Frankfurt: F7E1) is pleased to announce that at an annual and special meeting of shareholders held today, Fieldex’s shareholders unanimously approved a special resolution for a proposed “spin-out” (the “Spin-Out”) of all of Fieldex’s assets (except for cash and marketable securities having an aggregate value of $303,400 and Fieldex’s Lac Sairs rare earth property) and all of its liabilities to QUAD Resources Inc. (“QUAD”) and unanimously approved a second resolution for a proposed reverse take-over (the “Reverse Take-Over”) involving Fieldex, Idénergie Inc. (“Idénergie”) and Idénergie’s securityholders. As a result, Fieldex has been authorized by shareholders to proceed with the Spin-Out and Reverse Take-Over as outlined in its management information circular dated March 30, 2018.

At the meeting, Fieldex’s shareholders also elected Martin Dallaire, Donald Lacasse, Jean-Pierre Landry, Jean-François Madore and Sébastien Bellefleur as directors of Fieldex. Following the meeting, Fieldex’s Board of Directors re-appointed Martin Dallaire as President and Chief Executive Officer and Donald Lacasse as Chief Financial Officer and Secretary of Fieldex.

Fieldex’s shareholders also approved resolutions re-appointing Dallaire Lapointe Inc., Chartered Professional Accountants, as the auditor of Fieldex, ratifying and confirming the stock option plans of QUAD and Idenergy Corporation (“Idenergy”) (the company resulting from the Reverse Take-Over), and approving a change of corporate name from Fieldex to “Idenergy Corporation / Corporation Idénergie”.

Completion of the Spin-Out and Reverse Take-Over is subject to a number of conditions, including final regulatory approval and financing. It is expected that the closing of the Spin-Out, Reverse Take-Over and concurrent financings of Idenergy and QUAD will occur on or about May 31, 2018. If all conditions for the Spin-Out and Reverse Take-Over are met, it is expected that the shares of Idenergy and QUAD will commence trading on the TSX Venture Exchange in mid-June 2018, after delivery by Idenergy and QUAD of standard listing documentation to the TSX Venture Exchange. Each of Idenergy and QUAD will issue a press release announcing the date on which its shares will start trading on the TSX Venture Exchange.

About Fieldex

Fieldex is a mineral resource company actively exploring in Québec. As of the date hereof, Fieldex has 15,668,023 common shares issued and outstanding.

Notice on Forward-looking Statements

This news release contains statements that may constitute “forward-looking information” within the meaning of applicable Canadian securities legislation. Forward-looking information may include, among others, statements regarding the future plans, costs, objectives or performance of Fieldex, Idenergy, QUAD and their respective businesses, or the assumptions underlying any of the foregoing. In this news release, words such as “may”, “would”, “could”, “will”, “likely”, “believe”, “expect”, “anticipate”, “intend”, “plan”, “estimate” and similar words and the negative form thereof are used to identify forward-looking statements. Forward-looking statements should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of whether, or the times at or by which, such future performance will be achieved. The forward-looking events and circumstances discussed in this release, including completion of the change of corporate name, Reverse Take-Over, Spin-Out, and concurrent financings of QUAD and Idenergy, may not occur and could differ materially as a result of known and unknown risk factors and uncertainties affecting the companies, including risks regarding investments in an early stage clean-tech company in the renewable energy sector, an exploration mining company, market conditions, economic factors, Idenergy’s and QUAD’s management’s ability to manage and to operate their respective business, and the equity markets generally. Forward-looking information is based on information available at the time and/or management’s good-faith belief with respect to future events and are subject to known or unknown risks, uncertainties, assumptions and other unpredictable factors, many of which are beyond the control of Fieldex and Idénergie. These risks, uncertainties and assumptions include, but are not limited to, those described under “Financial Risk Management Objectives and Policies” and “Risks and Uncertainties” in Fieldex’s Annual Report for the fiscal year ended December 31, 2017, a copy of which is available on SEDAR at www.sedar.com, and could cause actual events or results to differ materially from those projected in any forward-looking statements. Fieldex, Idénergie, Idenergy and QUAD do not intend, nor do they undertake any obligation, to update or revise any forward-looking information contained in this news release to reflect subsequent information, events or circumstances or otherwise, except if required by applicable laws.

Completion of the transaction described in this news release is subject to a number of conditions, including TSX Venture Exchange final acceptance. There can be no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the Management Information Circular prepared in connection with the transaction, any information released or received with respect to the Spin-Out or Reverse Take-Over may not be accurate or complete and should not be relied upon. Trading in the securities of Fieldex should be considered highly speculative.

The TSX Venture Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release. Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

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For more information, please contact:

Martin Dallaire, eng
President & Chief Executive Officer
Tel.: (819) 762-0609
Fax: (819) 762-0097

mdallaire@fieldexexploration.com
www.fieldexexploration.com

FIELDEX EXPLORATION OBTAINS CONDITIONAL APPROVAL FROM THE TSX VENTURE EXCHANGE FOR REVERSE TAKE-OVER AND SPIN-OUT AND ANNOUNCES SECOND AMENDMENT TO SH

Rouyn-Noranda, Québec, Canada, March 30, 2018 – Fieldex Exploration Inc. (TSXV: FLX) (Frankfurt: F7E1) is pleased to announce that on March 28, 2018, the TSX Venture Exchange conditionally approved the previously-announced reverse take-over (the “Reverse Take-over”) of Fieldex by Idénergie Inc. (“Idénergie”), the proposed “spin-out” (the “Spin-out”) of all of Fieldex’s assets (except for cash and marketable securities having an aggregate value of $303,400 and the Lac Sairs rare earth property of Fieldex) and all of its liabilities to QUAD Resources Inc. (“QUAD”), and the listing of Idenergy Corporation’s (the issuer resulting from the Reverse Take-over (“New Idenergy”)) common shares and QUAD’s common shares on the TSX Venture Exchange, subject only to compliance with standard requirements of the TSX Venture Exchange. Any failure by New Idenergy or QUAD to comply with the standard requirements of the TSX Venture Exchange would result in the New Idenergy common shares and QUAD common shares, respectively, not being listed on the TSX Venture Exchange.

The Reverse Take-over with Idénergie, the Spin-out with QUAD and related matters are subject to approval by Fieldex’s shareholders and will be voted on at Fieldex’s annual and special meeting to be held at the offices of Fasken Martineau DuMoulin LLP, 800 Square Victoria, Suite 3700, Montreal, Québec H4Z 1E9, on May 8, 2018, at 10:00 a.m. (eastern time) (the “Meeting”). Shareholders of record of Fieldex on March 26, 2018 will receive notice of and be entitled to vote at the Meeting, and are being mailed a copy of the management information circular of Fieldex (the “Circular”) and related voting materials (collectively, the “Meeting Materials”). The Circular provides important information on the Reverse Take-over, Spin-out and related matters, including voting procedures and instructions regarding proxies for registered shareholders of Fieldex unable to attend the Meeting in person. Shareholders are urged to read the Circular and its schedules carefully and in their entirety. A copy of the Meeting Materials will be available shortly under the Fieldex’s profile on SEDAR at www.sedar.com and on Fieldex’s website at www.fieldexexploration.com.

Second Amendment to Share Exchange Agreement and Asset Transfer Agreement

Fieldex is also pleased to announce that it has entered into an agreement with Idénergie and Idénergie’s securityholders (the “Second Amendment to the Share Exchange Agreement”) to amend certain provision of the share exchange agreement executed on September 21, 2017 with Idénergie and Idénergie’s securityholders (the “Share Exchange Agreement”), as previously amended, and an agreement with QUAD (the “Second Amendment to the Asset Transfer Agreement”) to amend certain provision of the asset transfer executed on September 21, 2017 with QUAD (the “Asset Transfer Agreement”), as previously amended.

The Second Amendment to the Asset Transfer Agreement reflects, among other things: (i) an increase in the number of QUAD shares to be issued to Fieldex in connection with the Spin-out from 10 million to 12.8 million QUAD shares; (ii) the exclusion of the Lac Sairs rare earth property from the assets being transferred to QUAD; and (iii) a change to the deadline for the closing of the Spin-out to June 30, 2018.

The Second Amendment to the Share Exchange Agreement reflects, among other things: (i) an increase in the number of QUAD shares to be issued to Fieldex in connection with the Spin-out from 10 million to 12.8 million QUAD shares; (ii) the exclusion of the Lac Sairs rare earth property from the assets being transferred to QUAD; (iii) that all of the 12,800,248 QUAD shares held by Fieldex will be distributed to Fieldex shareholders on the basis of 0.81696 QUAD Share for each Fieldex share held on the record date of such distribution; (iv) an increase in the size of the QUAD concurrent private placement; and (v) a change to the deadline for the closing of the Reverse Take-over to June 30, 2018.

All terms and conditions of the Share Exchange Agreement and Asset Transfer Agreement, in each case, as previously amended, not modified by the Second Amendment to the Share Exchange Agreement and Second Amendment to the Asset Transfer Agreement, respectively, remain unchanged. For further details with respect to the material terms of the Reverse Take-over and Spin-out, please refer to Fieldex’s press releases dated September 21, 2017 and December 27, 2017. The Share Exchange Agreement, as amended by the Second Amendment to the Share Exchange Agreement, and the Asset Transfer Agreement, as amended by the Second Amendment to the Asset Transfer Agreement, will be filed with the Canadian Securities Administrators and may be viewed in due course under Fieldex’s profile on SEDAR at www.sedar.com.

Conditions to Complete the Reverse-Take-over and Spin-out

Completion of the Reverse Take-over and Spin-out are subject to a number of conditions, including but not limited to, regulatory approval, shareholder approval and financing. The Reverse Take-over and Spin out cannot be completed unless the required shareholder approval is obtained. There can be no assurance that the Reverse Take-over and Spin-out will be completed as proposed or at all. If all conditions for the Spin-out and Reverse Take-over are met, it is expected that the New Idenergy shares and QUAD shares will commence trading on the TSX Venture Exchange by the end of May 2018, after delivery by New Idenergy and QUAD of standard listing documentation to the TSX Venture Exchange. Both New Idenergy and QUAD will issue a press release announcing the date on which their shares will start trading.

About Fieldex

Fieldex is a mineral resource company actively exploring in Québec. As of the date hereof, Fieldex has 15,668,023 common shares issued and outstanding.

Notice on Forward-looking Statements

This news release contains statements that may constitute “forward-looking information” within the meaning of applicable Canadian securities legislation. Forward-looking information may include, among others, statements regarding the future plans, costs, objectives or performance of Fieldex, New Idénergie, QUAD Resources and their respective businesses, or the assumptions underlying any of the foregoing. In this news release, words such as “may”, “would”, “could”, “will”, “likely”, “believe”, “expect”, “anticipate”, “intend”, “plan”, “estimate” and similar words and the negative form thereof are used to identify forward-looking statements. Forward-looking statements should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of whether, or the times at or by which, such future performance will be achieved. The forward-looking events and circumstances discussed in this release, including completion of the Change of Name, Reverse Take-over, Spin-out, New Idénergie Private Placement and QUAD Resources Private Placement, may not occur and could differ materially as a result of known and unknown risk factors and uncertainties affecting the companies, including risks regarding investments in an early stage clean-tech company in the renewable energy sector, an exploration mining company, market conditions, economic factors, New Idénergie’s and QUAD Resources’ management’s ability to manage and to operate their respective business, and the equity markets generally. Forward-looking information is based on information available at the time and/or management’s good-faith belief with respect to future events and are subject to known or unknown risks, uncertainties, assumptions and other unpredictable factors, many of which are beyond the control of Fieldex and Idénergie. These risks, uncertainties and assumptions include, but are not limited to, those described under “Financial Risk Management Objectives and Policies” and “Risks and Uncertainties” in Fieldex’s Annual Report for the fiscal year ended December 31, 2016, a copy of which is available on SEDAR at www.sedar.com, and could cause actual events or results to differ materially from those projected in any forward-looking statements. Fieldex, Idénergie, New Idénergie and QUAD Resources do not intend, nor do they undertake any obligation, to update or revise any forward-looking information contained in this news release to reflect subsequent information, events or circumstances or otherwise, except if required by applicable laws.

Completion of the transaction described in this news release is subject to a number of conditions, including TSX Venture Exchange acceptance and disinterested shareholder approval. The transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the Management Information Circular to be prepared in connection with the transaction, any information released or received with respect to the Change of Name, Spin-out or Reverse Take-over may not be accurate or complete and should not be relied upon. Trading in the securities of Fieldex should be considered highly speculative.

The TSX Venture Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release. Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

-30-

For more information, please contact:

Martin Dallaire, eng
President & Chief Executive Officer
Tel.: (819) 762-0609
Fax: (819) 762-0097

mdallaire@fieldexexploration.com
www.fieldexexploration.com

FIELDEX EXPLORATION AND IDÉNERGIE SIGN LETTER OF INTENT FOR $1 MILLION INVESTMENT BY A STRATEGIC INVESTOR IN IDÉNERGIE

Rouyn-Noranda, Québec, Canada, December 27, 2017 – Fieldex Exploration Inc. (TSXV: FLX) (Frankfurt: F7E) is pleased to announce that in connection with the proposed reverse take-over (the “Reverse Take-over”) of Fieldex by Idénergie Inc. (“Idénergie”), Fieldex, Boralex Inc. (“Boralex”) (TSX: BLX) and the other parties to the share exchange agreement executed on September 21, 2017 with Idénergie and Idénergie’s securityholders (the “Share Exchange Agreement”) have entered into a binding letter of intent (“Letter of Intent”) providing for an investment by Boralex in convertible notes of Idénergie in a principal amount of $500,000, which investment closed on December 22, 2017. The notes are convertible into Class A shares of Idénergie at a price of $50 per Class A share. The Letter of Intent also provides for an additional investment of $500,000 by Boralex in common shares of the corporation resulting from the Reverse Take-Over (“New Idénergie”), subject to certain conditions, which investment will close concurrently with a private placement by New Idénergie (the “New Idénergie Private Placement”). Idénergie is a clean technology company that develops, produces, integrates and sells innovative renewable energy products and solutions and is highly specialized in the field of power electronics, more precisely in the development and future commercialization of converter products allowing the conversion of renewable energy sources to electrical grids and remote off-grid applications. Upon completion of the Reverse Take-over, New Idénergie intends to be listed on the TSX Venture Exchange as a Tier-2 Technology Issuer and will carry the same business as Idénergie.

The Letter of Intent also provides that Boralex will have a right of first refusal to participate in certain commercial projects with Idénergie and New Idénergie, a right to nominate one of the directors of New Idénergie, and a pre-emptive right allowing Boralex, for so long as it holds more than 7.5% of the issued and outstanding common shares of New Idénergie, to maintain its share ownership on a pro rata basis in the event of an offering of common shares or convertible securities by New Idénergie. The forgoing rights will be described in detail in a management information (the “Circular”) to be sent to Fieldex’s shareholders in connection with the Reverse Take-over.

As a result, Fieldex has entered into an agreement with Idénergie and Idénergie’s securityholders to amend certain provisions of the Share Exchange Agreement (the “Amendment to the Share Exchange Agreement”). Fieldex also announces that it has entered into an agreement (the “Amendment to the Asset Transfer Agreement”) with QUAD Resources Inc. (“QUAD”), its wholly-owned subsidiary, to amend certain provisions of the asset transfer agreement executed on September 21, 2017 with QUAD (the “Asset Transfer Agreement”) in connection with the proposed “spin-out” (the “Spin-out”) of all of Fieldex’s assets (except for cash and cash equivalents having an aggregate minimum value of $303,400) and all of its liabilities to QUAD.

The Amendment to the Share Exchange Agreement reflects, among other things: (i) the subscription by Boralex for Idénergie convertible notes; (ii) an increase by 10,000 in the number of Idénergie shares to be acquired by Fieldex through the issuance of an additional 5,000,000 common shares of Fieldex in connection with the Reverse Take-Over; (iii) an increase in the minimum amount of the New Idénergie Private Placement from 13 million to 14 million common shares of New Idénergie for a minimum gross proceeds to New Idénergie of $3.5 million; (iv) a change to the deadline for the closing of the Reverse Take-Over to March 31, 2018; (iv) the appointment of Pascal Hurtubise, a nominee of Boralex, as a director of New Idénergie in place of Jean-François Madore; and (v) an extension of certain dates and updating of certain information as set out in the Amendment to the Share Exchange Agreement.

As a result of the Amendment to the Share Exchange Agreement, Fieldex and QUAD entered into the Amendment to the Asset Transfer Agreement in order to reflect the extension of certain dates and to update certain information.

Considering the $500,000 investment by Boralex and the revised terms of the New Idénergie Private Placement, at the closing of the Reverse Take-over, assuming a New Idénergie Private Placement of a minimum of 14 million and a maximum of 20 million New Idénergie common shares and based on the number of Fieldex common shares currently issued and outstanding (15,668,023), there will be a minimum of 69,668,023 and a maximum of 75,668,023 New Idénergie common shares issued and outstanding, of which: (i) current securityholders of Idénergie will hold an aggregate of 40 million shares (57.42% in the event of a minimum New Idénergie Private Placement and 52.86% in the event of a maximum New Idénergie Private Placement), (ii) current Fieldex shareholders will hold an aggregate of 15,668,023 shares (22.49% in the event of a minimum New Idénergie Private Placement and 20.71% in the event of a maximum New Idénergie Private Placement), and (iii) new investors will hold in the aggregate a minimum of 14 million shares (20.10%) and maximum of 20 million shares (26.43%).

 

Directors and Officers of New Idénergie

If the Reverse Take-over is completed, it is expected that the Board of Directors of New Idénergie will be comprised of Pierre Blanchet, Denis Bastien and Éric Springuel, each of whom is currently a director of Idénergie, Martin Dallaire, who is currently a director of Fieldex, Sébastien Bellefleur, who will be a nominee for election as a director of Fieldex at Fieldex’s shareholders’ meeting, and Pascal Hurtubise, who will be appointed as a director following the Reverse Take-Over. It is expected that the executive management of New Idénergie will be comprised of Idénergie’s current executive management team, and that the officers of New Idénergie will be Martin Dallaire (Chairman), Pierre Blanchet (President and Chief Executive Officer) and Denis Bastien (Chief Financial Officer and Secretary).

Please refer to Fieldex’ press release dated September 21, 2017 for brief résumés of the other proposed directors and executive officers of New Idénergie. The following is a brief résumé of Pascal Hurtubise, a proposed director of New Idénergie:

Pascal Hurtubise – Director

Pascal Hurtubise is the Vice-President, Chief Legal Officer and Corporate Secretary of Boralex (TSX: BLX) and is a member of its management committee. He specializes in mergers & acquisitions, corporate finance, project finance, corporate governance and energy law. He also has significant experience in structuring and negotiating complex commercial contracts such as procurement and construction contracts and partnership agreements with co-owners or equipment providers. Boralex develops, builds and operates renewable energy power facilities in Canada, France and the United States and is recognized for its solid experience in optimizing its asset base in four power generation types — wind, hydroelectric, thermal and solar. Before joining Boralex in 2005, Mr. Hurtubise was working at Stikeman Elliott LLP where he was part of the business law group.

 

Updated Financial Information on Idénergie

The following financial information is based on Idénergie’s annual audited financial statements as at and for the fiscal year ended December 31, 2016 and on Idénergie’s unaudited condensed financial statements as at and for the three-month and nine-month periods ended September 30, 2017:

Financial Information As at and for the fiscal year ended December 31, 2016 (audited) As at and for the nine-month period ended September 30, 2017 (unaudited)
Current assets $304,923 $215,935
Current liabilities $328,995 $372,979
Working capital ($24,072) ($157,044)
Total assets $700,934 $817,992
Long-term debt $538,272 $758,53
Shareholders’ deficiency ($166,333) ($313,518)
Total revenues $646,500 $134,581
Net earnings (loss) ($148,596) ($286,570)

 

Conditions to Complete the Reverse-Take-over

In addition to approval by Fieldex’s shareholders and completion of the New Idénergie Private Placement and Spin-out, completion of the Reverse Take-over will be subject to a number of customary closing conditions, including, but not limited to approval of the Reverse Take-over and Spin-out by the TSX Venture Exchange.

Fieldex and Idénergie are finalizing the various documents to be filed with the TSX Venture Exchange, including Fieldex’s Circular, which will set out detailed information about the Reverse Take-over and Spin-out, New Idénergie and QUAD Resources. At such time as the TSX Venture Exchange approves the Circular, Fieldex will call a special shareholders’ meeting to approve, among other things, the Reverse Take-over and Spin-out, and will file the Circular on SEDAR and distribute it to Fieldex’s shareholders.

All terms and conditions of the Share Exchange Agreement not modified by the Amendment remain unchanged. For further details with respect to the material terms of the Reverse Take-Over and Spin-Out, please refer to Fieldex’s press release dated September 21, 2017. The Share Exchange Agreement, as amended by the Amendment to the Share Exchange Agreement, and the Asset Transfer Agreement, as amended by the Amendment to the Asset Transfer Agreement, will be filed with the Canadian Securities Administrators and may be viewed in due course under Fieldex’s profile on SEDAR at www.sedar.com.

 

About Fieldex

Fieldex is a mineral resource company actively exploring in Québec. As of the date hereof, Fieldex has 15,668,023 common shares issued and outstanding.

 

Notice on Forward-looking Statements

This news release contains statements that may constitute “forward-looking information” within the meaning of applicable Canadian securities legislation. Forward-looking information may include, among others, statements regarding the future plans, costs, objectives or performance of Fieldex, New Idénergie, QUAD Resources and their respective businesses, or the assumptions underlying any of the foregoing. In this news release, words such as “may”, “would”, “could”, “will”, “likely”, “believe”, “expect”, “anticipate”, “intend”, “plan”, “estimate” and similar words and the negative form thereof are used to identify forward-looking statements. Forward-looking statements should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of whether, or the times at or by which, such future performance will be achieved. The forward-looking events and circumstances discussed in this release, including completion of the Change of Name, Reverse Take-over, Spin-out, New Idénergie Private Placement and QUAD Resources Private Placement, may not occur and could differ materially as a result of known and unknown risk factors and uncertainties affecting the companies, including risks regarding investments in an early stage clean-tech company in the renewable energy sector, an exploration mining company, market conditions, economic factors, New Idénergie’s and QUAD Resources’ management’s ability to manage and to operate their respective business, and the equity markets generally. Forward-looking information is based on information available at the time and/or management’s good-faith belief with respect to future events and are subject to known or unknown risks, uncertainties, assumptions and other unpredictable factors, many of which are beyond the control of Fieldex and Idénergie. These risks, uncertainties and assumptions include, but are not limited to, those described under “Financial Risk Management Objectives and Policies” and “Risks and Uncertainties” in Fieldex’s Annual Report for the fiscal year ended December 31, 2016, a copy of which is available on SEDAR at www.sedar.com, and could cause actual events or results to differ materially from those projected in any forward-looking statements. Fieldex, Idénergie, New Idénergie and QUAD Resources do not intend, nor do they undertake any obligation, to update or revise any forward-looking information contained in this news release to reflect subsequent information, events or circumstances or otherwise, except if required by applicable laws.

Completion of the transaction described in this news release is subject to a number of conditions, including TSX Venture Exchange acceptance and disinterested shareholder approval. The transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the Management Information Circular to be prepared in connection with the transaction, any information released or received with respect to the Change of Name, Spin-out or Reverse Take-over may not be accurate or complete and should not be relied upon. Trading in the securities of Fieldex should be considered highly speculative.

The TSX Venture Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release. Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

-30-

For more information, please contact:
Martin Dallaire, eng
President & Chief Executive Officer Tel.: (819) 762-0609
Fax: (819) 762-0097
mdallaire@fieldexexploration.com
www.fieldexexploration.com

FIELDEX EXPLORATION PROVIDES UPDATE ON PROPOSED REVERSE TAKE-OVER WITH IDÉNERGIE AND “SPIN-OUT” TO QUAD RESOURCES

Rouyn-Noranda, Québec, September 21, 2017 – Fieldex Exploration Inc. (“Fieldex”) (TSX-V: FLX) is pleased to provide an update on the proposed reverse take-over (the “Reverse Take-over”) of Fieldex by Idénergie Inc. (“Idénergie”) and proposed “spin-out” (the “Spin-out”) of all of Fieldex’s assets (except for cash and cash equivalents having an aggregate minimum value of $303,400) and all of its liabilities to QUAD Resources Inc. (“QUAD Resources”), a wholly-owned subsidiary of Fieldex.  As previously announced, Fieldex entered into a letter of intent dated June 6, 2017 with Idénergie with respect to the Spin-out and Reverse Take-over, which will constitute a “Reverse Takeover” for Fieldex under the policies of the TSX Venture Exchange (“TSXV”).  Idénergie is a private company incorporated on April 6, 2011 under the Canada Business Corporations Act, with its head office in Montreal.  Fieldex, which was incorporated under Canada Business Corporations Act on May 29, 1985, is listed on the TSXV.

PROPOSED REVERSE TAKE-OVER

The Reverse Take-over will involve the acquisition by Fieldex of all of the issued and outstanding shares of Idénergie from its shareholders.  In order to effect the Reverse Take-over, Fieldex, Idénergie and Idénergie’s securityholders have entered into a Share Exchange Agreement.  The Share Exchange Agreement provides that the Reverse Take-over will be accomplished through, among other things:

  • the completion of the Spin-out by Fieldex to QUAD Resources (see details below);
  • the conversion of all of Idénergie’s convertible notes into Class “A” shares of Idénergie shortly prior to the closing of the Reverse Take-over;
  • the acquisition by Fieldex of 100% of the issued and outstanding Class “A” shares of Idénergie through the issuance by Fieldex of an aggregate of 35 million common shares, having an aggregate deemed value of $4,900,000, to the shareholders of Idénergie in exchange for their shares of Idénergie, on the basis of 500 Fieldex shares, at a deemed price of $0.14 per share, for every Class “A” share of Idénergie, as a result of which Idénergie will become a wholly-owned subsidiary of Fieldex and the shareholders of Idénergie will hold an aggregate of 35 million Fieldex common shares;
  • the change of the corporate name of Fieldex to Idénergie Corporation or other similar name (“New Idénergie”) so as to reflect the Reverse Take-over;
  • the appointment to the Board of Directors of New Idénergie of three nominees of Idénergie (expected to be Pierre Blanchet, Denis Bastien and Éric Springuel), who will join two of the current directors of Fieldex (Martin Dallaire and Jean-François Madore) and one person (Sébastien Bellefleur) who will be a nominee for election as a director at an annual and special meeting of shareholders to be called by Fieldex (the “Meeting”);
  • the appointment of a new management team for New Idénergie, comprised of the current Idénergie management team; and
  • the completion of a concurrent private placement by New Idénergie of a minimum of 13 million and a maximum of 20 million New Idénergie common shares at a price of $0.25 per share, for gross proceeds to New Idénergie of a minimum of $3.25 million and a maximum of $5 million (the “New Idénergie Private Placement”).

At the closing of the Reverse Take-over, assuming a New Idénergie Private Placement of a minimum of 13 million and a maximum of 20 million New Idénergie common shares and based on the number of Fieldex common shares currently issued and outstanding (15,668,023), there will be a minimum of 63,668,023 and a maximum of 70,668,023 New Idénergie common shares issued and outstanding, of which: (i) current shareholders of Idénergie will hold an aggregate of 35 million shares (54.97% in the event of a minimum New Idénergie Private Placement and 49.53% in the event of a maximum New Idénergie Private Placement), (ii) current Fieldex shareholders will hold an aggregate of 15,668,023 shares (24.61% in the event of a minimum New Idénergie Private Placement and 22.17% in the event of a maximum New Idénergie Private Placement), and (iii) new investors will hold in the aggregate a minimum of 13 million shares (20.42%) and maximum of 20 million shares (28.30%).  Idénergie will use the net proceeds from the New Idénergie Private Placement to carry out its business plan of developing and commercializing advanced renewable energy products, including its advanced power conversion technology, and for working capital purposes.  Fieldex (New Idénergie ) will own 100% of the shares of Idénergie.

At the closing of the Reverse Take-over, all Fieldex stock options and common share purchase warrants then issued and outstanding will remain unchanged and in effect.

Upon completion of the Reverse Take-over, New Idénergie intends to be listed on the TSXV as a Tier-2 Technology Issuer and will carry the same business as Idénergie.

The Business

Idénergie is a clean technology company that develops, produces, integrates and sells innovative renewable energy products and solutions and is highly specialized in the field of power electronics, more precisely in the development and future commercialization of converter products allowing the conversion of renewable energy sources to electrical grids and remote off-grid applications.

Following the development of its first product, a residential river turbine, which uses Idénergie’s advanced power electronics knowledge platform, Idénergie is currently developing and preparing to commercialize a next-generation renewable energy management platform for residential solar and renewable installations (the “Residential Energy Converters”) featuring advanced smart-grid capabilities.  Idénergie also sells its renewable energy expertise and realizes mid-scale renewable energy installation projects for communities and businesses worldwide.

During its first six years of existence, Idénergie was focused on the development of a unique river turbine with the objective of permitting people near a flowing river to generate electricity from the power of the river. Multiple evolving prototypes were created and resulted in the first commercial river turbine product in the residential renewable sector. It offers a reliable, predictable and continuous source of electricity. Designed to perform in shallow depths, the turbine offers a low-maintenance waterproof generator equipped with a smart energy converter that allows for advanced operations such as auto-starting of the turbine, continuous power optimization and remote monitoring capabilities. One river turbine can offer up to the energy contribution of twelve solar panels.

The electrical power generation sector in North America is in transition as electricity producers must adapt their way of doing business to allow for the growth and integration of distributed energy resources (solar, wind, battery storage, etc.) on their electrical networks without affecting the network’s stability, quality and availability.

Idénergie is in the process of designing and developing the Residential Energy Converters product for off-grid and grid-tied photovoltaic (PV) systems which are typically composed of a set of solar panels, a power inverter, and a set of batteries.  Through its incubation with Green Mountain Power, a Vermont utility company, Idénergie’s research team, after assessing Green Mountain Power’s requirements, has developed over the last few years an innovative power electric platform to respond to its needs.  Idénergie, through its next-generation converter technology, believes it can quickly capture market share in this growing worldwide market estimated by Idénergie at 60 million potential residences in the United States alone (sources U.S. Energy Information administration  https://www.eia.gov/electricity/sales_revenue_price/pdf/table1.pdf and Solar Power Corp https://solarpowerrocks.com/arizona-solar/#netmeter.

Idénergie’s innovative residential energy management system at the base of its converter product line integrates into one platform highly-efficient solar panel conversion modules, inverter modules to generate AC current, battery charger modules and a smart module to communicate and exchange electricity to the grid.  Idénergie innovates by providing utility companies with access to data from each module and allowing the smart grid to send orders to each converter regarding storage and distributed energy resources (DER) management.  The processing is done using an ultrafast energy management technology driven by fiber-optic communication and fast micro grid stability architecture.  The system is scalable, modular and expandable.  The converter modules are based on a high-frequency SiCMOS-based technology making them lightweight and produced at competitive cost, providing Idénergie with an opportunity to rapidly penetrate this market.  The Residential Energy Converter products are expected to be commercialized in the second quarter of 2018.

Idénergie also offers engineering and installation services in the power electronic field for renewable energy.

Financial Information

The following financial information is based on Idénergie’s annual audited financial statements as at and for the fiscal year ended December 31, 2016 and on the Idénergie’s unaudited condensed financial statements as at and for the three-month and six-month periods ended June 30, 2017:

Financial Information As at and for the fiscal year ended December 31, 2016
(audited)
As at and for the six-month period ended June 30, 2017
(non-audited)
Current assets………………………………………………………….. $304,923 $79,252
Current liabilities……………………………………………………… $328,995 $208,539
Working capital………………………………………………………. ($24,072) ($129,287)
Total assets……………………………………………………………… $700,934 $491,138
Long-term debt……………………………………………………….. $538,272 $571,049
Shareholders’ deficiency………………………………………… ($166,333) ($288,450)
Total revenues………………………………………………………… $646,500 $56,866
Net earnings (loss)…………………………………………………… ($148,596) ($153,042)

Directors and Officers of New Idénergie

If the Reverse Take-over is completed, it is expected that the Board of Directors of New Idénergie will be comprised of Pierre Blanchet, Denis Bastien and Éric Springuel, each of whom is currently a director of Idénergie, Martin Dallaire and Jean-François Madore, each of whom is currently a director of Fieldex, and Sébastien Bellefleur, who will be a nominee for election as a director of Fieldex at the Meeting.  It is expected that the executive management of New Idénergie will be comprised of Idénergie’s current executive management team, and that the officers of New Idénergie will be Martin Dallaire (Chairman), Pierre Blanchet (President and Chief Executive Officer) and Denis Bastien (Chief Financial Officer and Secretary).

The following are brief résumés of the proposed directors and executive officers of New Idénergie:

Martin Dallaire – Chairman and Director

Martin Dallaire is the Chairman, President, Chief Executive Officer and a director of Fieldex and of QUAD Resources, a wholly-owned subsidiary of Fieldex.  Mr. Dallaire obtained an electrical engineering degree from the Université du Québec in Chicoutimi in 1992 and has more than 15 years of experience in the financial industry, with particular expertise in managing and financing junior mining exploration companies.  His experience includes strategic planning, corporate structuring and reorganization, sourcing and structuring public and private financings, due diligence reviews and mergers and acquisitions.  Mr. Dallaire is the owner of a hydro-electricity producer company that owns two small hydroelectric dams located in the Rouyn-Noranda region in northern Québec and which sells its entire production to Hydro-Québec.  Mr. Dallaire is also President and Chief Executive Officer of Visible Gold Mines Inc., a company listed on the TSXV, and was President and Chief Executive Officer of X-Terra Resources Inc. until October 2016 and President, Chief Executive Officer and a director of X-Terra Resources Corporation (now Norvista Capital Corporation) from March 2008 to June 2014; these two companies are also listed on the TSXV.  Mr. Dallaire has also been a member of the Surveillance Committee of the FÉRIQUE Funds from 2005 to 2009.

Pierre Blanchet – President, Chief Executive Officer and Director

Pierre Blanchet, M.Sc, has been the President and a director of Idénergie since 2011.  Mr. Blanchet holds an electrical engineering degree (2005) and a Master’s degree in renewable energy (2010) from l’École de technologie supérieure (ÉTS) in Montreal.  Mr. Blanchet has previously worked in multiple domains of electronics, networking product manufacturing, ethernet and web programming, integration specialist on flight simulators and diagnostic equipment. Since 2009, he is devoted to the study, development and commercialization of advanced renewable energy products such as hydro kinetic and energy conversion technologies. Being a born inventor, he has a strong focus on power electronic and is constantly seeking what will be a game changer in the industry of renewable energy.

Denis Bastien – Chief Financial Officer, Secretary and Director

Denis Bastien, CPA, has been the Chief Financial Officer and a director of Idénergie since 2011.  Mr. Bastien holds a Bachelor of Business Administration (B.B.A) in accounting from Youngstown State University, Youngstown, Ohio.  Mr. Bastien has more than 20 years of diversified international experience acquired in various business environments, starting with the accounting firm Arthur Andersen.  Mr. Bastien then worked for Black & Decker Corporation in its internal audit team for three years, reviewing most of the company’s main business processes in the United States and Europe, followed by two years as the manufacturing controller for the DeWalt brand at the company’s largest production facilities located in Mexico.  He then returned to Canada and worked as the Chief Financial Officer for a small company in the office coffee services sector where he was involved in operations and performed a complete restructuring over a three-year period to return the company to profitability.  Since 2011, Mr. Bastien has been dedicated to the development and commercialization of renewable energy products with Idénergie, securing more than $3 million in financing while being involved in operations, administration and finance.

Éric Springuel – Director

  1. Éric Springuel, Ph. D, has been a director of Idénergie since 2015.  Mr. Springuel holds a Ph.D. in Computer Science from the Université de Montréal, a Master of Science degree from HEC Montréal and a Bachelor of Science degree from Bishop’s University, Sherbrooke, Québec.  Mr. Springuel is an angel investor following a successful career of more than 15 years in treasury management in the Canadian banking industry.  Mr. Springuel has strong experience in modeling, financial markets and project management.

Jean-François Madore – Director

Jean-François Madore is a financial planner and currently wealth-manager specialist with Industrial Alliance, Assurance et Services Financiers Inc.  Mr. Madore has acquired over 15 years of experience in the financial industry, with particular expertise in financial planning and risk management.  He obtained a degree in financial planning in 2001 from the Institute of Canadian Bankers.  He is a registered financial planner and financial security advisor.  He is also involved in the industry as a member of the board of the “Institut Québécois de planification financière”. Mr. Madore is a director of Fieldex and X-Terra Resources Inc., each of which is listed on the TSXV.  Mr. Madore is also the Chairman of the Audit Committee of X-Terra Resources Inc.

Sébastien Bellefleur – Director

Sébastien Bellefleur is a partner in the Montreal office of the law firm Fasken Martineau DuMoulin LLP.  Mr. Bellefleur specializes in business law, more specifically in securities, mergers, acquisitions, corporate governance and mining law.  He also helps set up funding, whether in the form of debt or equity financings.  He has implemented a number of complex transactions on behalf of public and private corporations, such as the purchase, sale, funding and restructuring of businesses throughout Canada and abroad.  He has represented issuers and securities dealers in connection with initial public offerings and other distributions of equity securities and debt instruments, such as prospectus offerings and private placements.  He has played a role in several corporate reorganizations, restructurings, takeover bids and proxy solicitations for shareholders’ meetings.  Over the course of his practice, he has also acquired specific expertise on legal issues relating to venture issuers, in particular in the mining industry.  Mr. Bellefleur is a director of Visible Gold Mines Inc. and X-Terra Resources Inc., two mining exploration companies listed on the TSXV.  Until recently, Mr. Bellefleur was a director of LGC Capital Ltd., an investment company listed on the TSXV.

Principal Shareholders of Idénergie

Fieldex has been advised by Idénergie that the only persons who hold more than 10% of Idénergie’s outstanding Class “A” shares are: Pierre Blanchet, residing in Laval, Québec, who holds 14,448 shares (20.64%), Denis Bastien, residing in Montreal, Québec, who holds 14,151 shares (20.22%), Gilles Trottier, residing in Montreal, Québec, who holds 14,151 shares (20.22%); Alex Laprise, residing in Saint-Bruno, Québec, who holds 7,125 shares (10.18%) and Éric Springuel, residing in Saint-Lambert, Québec, who holds 7,125 shares (10.18%).  Pierre Blanchet, Denis Bastien, Gilles Trottier, Alex Laprise and Éric Springuel are directors of Idénergie, Mr. Blanchet is its President and Chief Executive Officer and Mr. Bastien its Chief Financial Officer.

Principal Shareholders of New Idénergie

It is expected that the only persons who hold more than 10% of New Idénergie’s outstanding common after the Reverse Take-Over are: Pierre Blanchet who will hold 7,224,000 shares (11.34% in the event of a minimum New Idénergie Private Placement and 10.22% in the event of a maximum New Idénergie Private Placement 20.64%), Gilles Trottier, who will hold 7,075,500 shares (11.12% in the event of a minimum New Idénergie Private Placement and 10.01% in the event of a maximum New Idénergie Private Placement), and Denis Bastien, who will hold 7,075,500 shares (11.12% in the event of a minimum New Idénergie Private Placement and 10.01% in the event of a maximum New Idénergie Private Placement).

Arm’s-Length Parties

Idénergie and Fieldex are at arm’s-length.

Change of Corporate Name

Fieldex’s Board of Directors has approved a change of corporate name to Idénergie Corporation or other similar corporate name to reflect the Reverse Take-over and Fieldex’s new business direction (the “Change of Name”).

Sponsorship

New Idénergie will apply to the TSXV for a waiver from the requirement to engage a sponsor with respect to the Reverse Take-over; however, there is no assurance that a waiver will be granted.  New Idénergie intends to include any additional information regarding sponsorship in a subsequent press release.

Financing

Completion of the Reverse Take-over is subject to the completion of the New Idénergie Private Placement.

Shareholder Approval

Under the Canada Business Corporations Act, the Change of Name must be approved by at least two-thirds of the votes cast by shareholders either present in person or represented by proxy at the Meeting.

Pursuant to the policies of the TSXV, the Reverse Take-over must be approved by a simple majority of the votes cast by Fieldex’s shareholders either present in person or represented by proxy at the Meeting.

Fieldex and Idénergie are finalizing the various documents to be filed with the TSXV, including Fieldex’s management information circular which will set out detailed information about the Reverse Take-over and Spin-out, New Idénergie and QUAD Resources.  At such time as the TSXV approves the management information circular, Fieldex will call the Meeting to approve, among other things, the Change of Name, Reverse Take-over and Spin-out, and will file the management information circular on SEDAR and distribute it to Fieldex’s shareholders.

Conditions to Complete the Reverse-Take-over

In addition to approval by Fieldex’s shareholders as referred to above and completion of the New Idénergie Private Placement and Spin-out, completion of the Reverse Take-over will be subject to a number of conditions, including, but not limited to: completion of satisfactory due diligence by both Fieldex and Idénergie; execution of definitive agreements in respect of the Reverse Take-over; receipt of regulatory approvals; acceptance of the Reverse Take-over and Spin-out by the TSXV; receipt of customary legal opinions; and approval by the shareholders of Idénergie of the Reverse Take-over.

Loan to Idénergie

The Share Exchange Agreement provides that Fieldex will loan $50,000 to Idénergie or such lesser amount as is approved by the TSXV, to be used by Idénergie exclusively for the payment of expenses in connection with the Reverse Take-over.  The amount of the loan is to be disbursed in two equal tranches of $25,000, with the first tranche to be disbursed on the date of signature of a loan agreement between Fieldex and Idénergie, and the second tranche to be disbursed upon having obtained approval for the loan from the TSXV. The loan will (i) be secured by certain assets of Idénergie; (ii) bear interest at an annual rate of 5%, payable quarterly in arrears, (iii) be due one year after the date on which funds are advanced by Fieldex to Idénergie, and (iv) be evidenced by a loan agreement to be entered into by Fieldex and Idénergie, on terms and conditions acceptable to each, acting reasonably. The loan is subject to applicable regulatory approvals, including that of the TSXV.

PROPOSED SPIN-OUT

Concurrently with the Reverse Take-over, Fieldex will complete the Spin-out.  In order to effect the Spin-out, Fieldex and QUAD Resources have entered into an Asset Transfer Agreement.  The Asset Transfer Agreement provides that the Spin-out will be accomplished through the following, among other things:

  • Fieldex will transfer all of its assets (except for cash and cash equivalents having an aggregate minimum value of $303,400) and all of its liabilities to QUAD Resources.  In consideration for the transfer, QUAD Resources will issue to Fieldex 10,000,000 common shares at a deemed price of $0.10 per share;
  • Fieldex will distribute 5,200,000 of the 10,000,000 QUAD Resources common shares to its shareholders on the basis of 0.331886 QUAD Resources common share for each Fieldex common share held on the record date for such distribution, which record date will be immediately prior to the completion of the Reverse Take-over.  The balance of 4,800,000 QUAD Resources common shares will be retained by Fieldex;
  • the appointment to the Board of Directors of QUAD Resources of three nominees of Fieldex (expected to be Sylvain Champagne, Donald Lacasse and Jean-Pierre Landry), who will join the current sole director of QUAD Resources (Martin Dallaire);
  • the appointment of a management team for QUAD Resources, comprised of Martin Dallaire (Chairman, President and Chief Executive Officer) and Sylvain Champagne (Chief Financial Officer and Secretary); and
  • the completion of a concurrent private placement by QUAD Resources of a minimum of 4,500,000 and a maximum of 5,500,000 QUAD Resources common shares at a price of $0.10 per share, for gross proceeds to QUAD Resources of a minimum of $450,000 and a maximum of $550,000 (the “QUAD Resources Private Placement”).

At the closing of the Spin-out, assuming a QUAD Resources Private Placement of a minimum of 4,500,000 QUAD Resources common shares, there will be 14,500,000 QUAD Resources common shares issued and outstanding (15,500,000 shares in the event of a maximum QUAD Resources Private Placement), of which: (i) Fieldex shareholders will hold an aggregate of 5,200,000 shares (35.86% in the event of a minimum QUAD Resources Private Placement and 33.55% in the event of a maximum QUAD Resources Private Placement), (ii) new investors will hold an aggregate of 4,500,000 shares (5,500,000 shares in the event of a maximum QUAD Resources Private Placement) (31.03% in the event of a minimum QUAD Resources Private Placement and 35.48% in the event of a maximum QUAD Resources Private Placement); and (iii) New Idénergie will hold 4,800,000 shares (33.10% in the event of a minimum QUAD Resources Private Placement and 30.97% in the event of a maximum QUAD Resources Private Placement).  QUAD Resources will use the proceeds from the QUAD Resources Private Placement for working capital purposes and for exploration of its mining properties, including the Golden Moon Property.  Fieldex and QUAD Resources are in the process of completing a technical report on the Golden Moon Property compliant with National Instrument 43-101 – Standards of Disclosure for Mineral Projects.

Upon completion of the Spin-out, QUAD Resources intends to be listed on the TSXV as a Tier-2 Mining Issuer and will carry on the business currently conducted by Fieldex, that is, acquiring and exploring for precious and base metals (gold, silver, copper) as well as strategic metals (rare earth elements and rare metals) mining properties in Canada.

Directors and Officers of QUAD Resources

If the Spin-out is completed, it is expected that the Board of Directors of QUAD Resources will consist of Martin Dallaire, Sylvain Champagne, Donald Lacasse and Jean-Pierre Landry, and it is expected that the officers of QUAD Resources will consist of Martin Dallaire (Chairman, President and Chief Executive Officer) and Sylvain Champagne (Chief Financial Officer and Secretary).

The following are brief résumés of the proposed directors and executive officers of New Idénergie:

Martin Dallaire – Chairman, President and Chief Executive Officer

See Mr. Dallaire’s résumé above.

Sylvain Champagne – Chief Financial Officer and Director

Sylvain Champagne holds a Bachelor of Business Administration (B.B.A) degree from the Université du Québec in Abitibi-Témiscamingue.  Over the past 15 years, Mr. Champagne has been a financial consultant to several public and private companies.  Mr. Champagne has extensive experience in the mining exploration industry, serving as Chief Financial Officer of Visible Gold Mines Inc. and X-Terra Resources Inc., two mining exploration companies listed on the TSXV.  Mr. Champagne was the Chief Financial Officer and a director of X-Terra Resources Corporation (now Norvista Capital Corporation), a company which was also listed on the TSXV, from March 2008 to June 2014, and a director of Affinor Growers Inc., a company listed on the Canadian Securities Exchange, from May 2012 to June 2013.

Donald Lacasse – Director

Donald Lacasse is a civil engineer (B. Eng. 1971, University of Ottawa) with 26 years of experience at Hydro-Québec as an engineer and the director of several departments.  He has extensive expertise in personnel management and overall project management.  Mr. Lacasse is currently Chief Financial Officer of Fieldex.  Mr. Lacasse was President and Chief Executive Officer of Radisson Mining Resources Inc., a company listed on the TSXV, from April 2003 to April 2007, director of Radisson Mining Resources Inc. from 2002 to 2015 and its Chief Financial Officer from April 2007 to September 12, 2017.  Mr. Lacasse was a member of the Québec Order of Engineers from 1971 to 2014.

Jean-Pierre Landry –- Director

Jean-Pierre Landry received his Engineering degree with honours from McGill University in 1983.  He was general manager, project and construction for Hecla Mining Company from 2011 to 2014.  Mr. Landry has worked with major consulting firms in the mining, industrial and commercial sectors.  He was project manager for 14 years within the Noranda Mines group, taking part in both mining and metallurgical projects.  Mr. Landry was until recently a member of the Ordre des ingénieurs du Québec and the Association of Professional Engineers of Ontario.  Mr. Landry is a director of Fieldex and was a director of Orex Exploration Inc., a company that was listed on the TSXV, from December 2015 to May 2017.

Sponsorship

QUAD Resources will apply to the TSXV for a waiver from the requirement to engage a sponsor with respect to the Spin-out; however, there is no assurance that a waiver will be granted.  QUAD Resources intends to include any additional information regarding sponsorship in a subsequent press release.

Financing

Completion of the Spin-out is subject to the closing of the QUAD Resources Private Placement.

Shareholder Approval

As the Spin-out constitutes a sale or exchange of all or substantially all the property of Fieldex, approval for the Spin-out by Fieldex’s shareholders will be required under section 189 of the Canada Business Corporations Act by way of special resolution, being a resolution approved by at least two-thirds of the votes cast by shareholders either present in person or represented by proxy at the Meeting.

Pursuant to the policies of the TSXV, the Spin-out must be approved by a simple majority of the votes cast by Fieldex’s shareholders either present in person or represented by proxy at the Meeting.

Conditions to Complete the Spin-out

In addition to approval by Fieldex’s shareholders as referred to above, completion of the Spin-out will be subject to approval by Fieldex’s shareholders of the Reverse Take-over at the Meeting and the completion of the QUAD Resources Private Placement.

Trading Halt

Trading in Fieldex’s common shares on the TSXV is currently halted.  Fieldex does not intend to apply to the TSXV for reinstatement of trading.

Information Relating to Idénergie

All information contained in this news release relating to Idénergie, including information on Idénergie’s directors and officers and its business, has been provided to Fieldex by Idénergie.  Fieldex has relied upon this information without having made independent inquiries as to its accuracy or completeness.  Fieldex assumes no responsibility for the inaccuracy or incompleteness of any information provided by Idénergie, or for any failure of Idénergie to disclose events that may have occurred or that may affect the significance or accuracy of any such information or for any failure of Idénergie to update or amend such information, whether as a result of new information, future events or otherwise.

About Fieldex

Fieldex is a mineral resource company actively exploring in Québec.  As of the date hereof, Fieldex has 15,668,023 common shares issued and outstanding.

About Idénergie

See the paragraph entitled “The Business” above for information on Idénergie.

Notice on Forward-looking Statements

This news release contains statements that may constitute “forward-looking information” within the meaning of applicable Canadian securities legislation. Forward-looking information may include, among others, statements regarding the future plans, costs, objectives or performance of Fieldex, New Idénergie, QUAD Resources and their respective businesses, or the assumptions underlying any of the foregoing. In this news release, words such as “may”, “would”, “could”, “will”, “likely”, “believe”, “expect”, “anticipate”, “intend”, “plan”, “estimate” and similar words and the negative form thereof are used to identify forward-looking statements. Forward-looking statements should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of whether, or the times at or by which, such future performance will be achieved. The forward-looking events and circumstances discussed in this release, including completion of the Change of Name, Reverse Take-over, Spin-out, New Idénergie Private Placement and QUAD Resources Private Placement, may not occur and could differ materially as a result of known and unknown risk factors and uncertainties affecting the companies, including risks regarding investments in an early stage clean-tech company in the renewable energy sector, an exploration mining company, market conditions, economic factors, New Idénergie’s and QUAD Resources’ management’s ability to manage and to operate their respective business, and the equity markets generally. Forward-looking information is based on information available at the time and/or management’s good-faith belief with respect to future events and are subject to known or unknown risks, uncertainties, assumptions and other unpredictable factors, many of which are beyond the control of Fieldex and Idénergie. These risks, uncertainties and assumptions include, but are not limited to, those described under “Financial Risk Management Objectives and Policies” and “Risks and Uncertainties” in Fieldex’s Annual Report for the fiscal year ended December 31, 2016, a copy of which is available on SEDAR at www.sedar.com, and could cause actual events or results to differ materially from those projected in any forward-looking statements. Fieldex, Idénergie, New Idénergie and QUAD Resources do not intend, nor do they undertake any obligation, to update or revise any forward-looking information contained in this news release to reflect subsequent information, events or circumstances or otherwise, except if required by applicable laws.

Completion of the transaction described in this news release is subject to a number of conditions, including TSX Venture Exchange acceptance and disinterested shareholder approval.  The transaction cannot close until the required shareholder approval is obtained.  There can be no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the Management Information Circular to be prepared in connection with the transaction, any information released or received with respect to the Change of Name, Spin-out or Reverse Take-over may not be accurate or complete and should not be relied upon.  Trading in the securities of Fieldex should be considered highly speculative.

The TSX Venture Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.  Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

For further information please contact:

 

Fieldex Exploration Inc.

Martin Dallaire, P. Eng. President and Chief Executive Officer

Telephone: 819-762-0609 | Fax: 819-762-0097

E-mail: mdallaire@fieldexexploration.com

Website: www. fieldexexploration.com

Idénergie Inc.

Pierre Blanchet, President

Telephone: 514-225-6896 Ext. 101

E-mail: pierre.blanchet@idénergie.ca

Website: www. Idenergie.ca

– 30 –

FIELDEX EXPLORATION PROVIDES CORPORATE UPDATE

Rouyn-Noranda, Québec, Canada, August 25, 2017 – Fieldex Exploration Inc. (TSXV: FLX) (Frankfurt: F7E) wishes to provide a corporate update concerning its previously-announced reverse take-over with Idénergie Inc. and related “spin-out” of Fieldex’s resource properties in a new public company, as well as on its ongoing activities.

Reverse Take-Over with Idénergie and Spin-Out Transaction

In the context of its previously-announced letter of intent to effect a reverse take-over with Idénergie Inc. (the “Reverse Take-Over”) and a “spin-out” of its resource properties in a new public company (the “Spin-Out” and collectively with the Reverse Take-Over, the “Transaction”) (see Fieldex’s press release dated June 6, 2017 for more details on the Transaction), Fieldex is pleased to confirm that Idénergie Inc. and Fieldex continue to work diligently on completing their respective due diligence and on finalizing the terms of a definitive agreement.  Fieldex expects that a definitive agreement will be completed in early September, following which Fieldex and Idénergie will work on finalizing the various documents to be filed with the TSX Venture Exchange, including Fieldex’s management information circular which will set out detailed information about the Transaction.  At such time as the TSX Venture Exchange approves the management information circular, Fieldex will call a special meeting of shareholders to approve the Transaction, file the management information circular on SEDAR and mail it to Fieldex’s shareholders.  A comprehensive press release regarding the Transaction will follow in accordance with the policies of the TSX Venture Exchange when the terms and conditions of the Transaction are finalized.

Appointment of New Interim Chief Financial Officer and New Director

Fieldex is pleased to announce that it has appointed Mr. Donald Lacasse as the new interim Chief Financial Officer of Fieldex, effective immediately.  Mr. Lacasse replaces Sylvain Champagne, who has resigned effective today as Chief Financial Officer and as a director of Fieldex.  Fieldex is also pleased to announce that its Board of Directors has appointed Mr. Jean-François Madore to fill the vacancy on the Board created by the resignation of Mr. Champagne.  The Board of Directors wishes to thank Sylvain Champagne for his diligent work and efforts for the benefit of shareholders and his contribution to Fieldex since 2001 and is pleased to welcome Jean-François Madore to Fieldex’s Board of Directors and Donald Lacasse as its new Chief Financial Officer.

Donald Lacasse (B. Eng. 1971, University of Ottawa) has been a director and the Chairman of the Audit Committee of Fieldex since 2004.  Mr. Lacasse worked as an engineer at Hydro-Québec from 1972 until his retirement in 1998.  Mr. Lacasse was a director of Radisson Mining Resources Inc., a company listed on the TSX Venture Exchange, from 2002 to 2015 and currently serves as its Chief Financial Officer and Corporate Secretary.  Mr. Lacasse has extensive experience in personnel management and overall project management.  He was a member of the Québec Order of Engineers from 1971 to 2014.

Jean-François Madore is a financial planner and wealth-management specialist with Industrial Alliance, Assurance et Services Financiers Inc.  Mr. Madore has 15 years of experience in the financial industry, with particular expertise in financial planning and risk management.  He obtained a degree in financial planning in 2001 from the Institute of Canadian Bankers and is a registered financial planner and financial security advisor.  Mr. Madore is also involved in the industry as a member of the board of the Institut Québécois de planification financière.  Mr. Madore is a director and chairman of the Audit Committee of X-Terra Resources Inc., a company listed on the TSX Venture Exchange.

Golden Moon Project

Fieldex is pleased to announce the completion of an exploration program involving prospecting and stripping on its Golden Moon project located 5.5 kilometres southwest from downtown Chibougamau City, Québec.  In the fall of 2016, Fieldex’s exploration team completed a prospection survey and a magnetic airborne survey in an area where several interesting gold results had been obtained during the summer 2016 prospecting campaign.  These results included the discovery of several new significant gold showings with values up to 15.11 grams per tonne of gold (“g/t Au”) on the GRH, Axe and Demi-Lune showings.  The GRH showing is located 440 metres southwest of the Demi-Lune showing discovered in early September 2016 that returned values of 37.7 g/t Au, 73.9 grams per tonne of silver (“g/t Ag”), and 2.5% copper (“Cu”) (see Fieldex’s press release dated September 7, 2016).  The Axe showing, located 90 metres from the Demi-Lune showing, has returned gold grades up to 8.26 g/t Au.  The geological structure of the Golden Moon project, which remains largely unexplored, will require in the coming weeks a ground geophysic survey combined with another prospecting campaign followed by a drilling campaign in the fourth quarter of 2017.

Fieldex also announces that it has entered into an agreement amending the terms of an option agreement dated August 29, 2016 with two prospectors (the “Optionors”) to acquire the seven mining claims comprising the Golden Moon project.  Pursuant to amending agreement, Fieldex immediately acquired an undivided 80% ownership interest in the Golden Moon project by making a cash payment in the aggregate amount of $10,000 to the Optionors.  Pursuant to the amending agreement, Fieldex was also granted an option to acquire an additional 20% ownership interest in the Golden Moon project by: (i) making a cash payment in the aggregate amount of $10,000 to the Optionors on or before October 15, 2017; and (ii) making a cash payment in the aggregate amount of $50,000 and issuing an aggregate of 50,000 common shares to the Optionors on or before August 29, 2018.  The other terms and conditions of the option agreement remain unchanged.

Fieldex Completes the Sale of its Midrim and Laforce Projects

On August 14, 2017, Fieldex completed the sale of its Midrim and Laforce base-metal projects for a cash payment to Fieldex of $100,000 and the issuance of $50,000 in shares of Meteoric Resources NL, an Australian-based company listed on the Australian Securities Exchange.  The sale of these two properties is the result of Fieldex’s strategic review of its assets, strengths and going-forward plan.  As Fieldex had not conducted any exploration work on these two projects in the past few years, their value was written-off from Fieldex’s book for accounting purposes.

Qualified Person

Mr. Robert Sansfaçon, PGeo (OGQ), MSc, a consultant to Fieldex, is the qualified person for the Golden Moon Project under National Instrument 43‑101 Standards of Disclosure for Mineral Projects responsible for the technical contents of this news release, and has approved the disclosure of the technical information contained herein.

About Fieldex

Fieldex is a mineral resource company actively exploring in Québec.  As of the date hereof, Fieldex has 15,668,023 common shares issued and outstanding.

Forward-Looking Statements

This news release contains statements that may constitute “forward-looking information” within the meaning of applicable Canadian securities legislation. Forward-looking information may include, among others, statements regarding the future plans, costs, objectives or performance of Fieldex, or the assumptions underlying any of the foregoing. In this news release, words such as “may”, “would”, “could”, “will”, “likely”, “believe”, “expect”, “anticipate”, “intend”, “plan”, “estimate” and similar words and the negative form thereof are used to identify forward-looking statements. Forward-looking statements should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of whether, or the times at or by which, such future performance will be achieved. No assurance can be given that any events anticipated by the forward-looking information will transpire or occur, including the completion of the Reverse Take-Over and Spin-Out. Forward-looking information is based on information available at the time and/or management’s good-faith belief with respect to future events and are subject to known or unknown risks, uncertainties, assumptions and other unpredictable factors, many of which are beyond Fieldex’s control. These risks, uncertainties and assumptions include, but are not limited to, those described under “Financial Risk Management Objectives and Policies” and “Risks and Uncertainties” in Fieldex’s Annual Report for the fiscal year ended December 31, 2016, a copy of which is available on SEDAR at www.sedar.com, and could cause actual events or results to differ materially from those projected in any forward-looking statements. Fieldex does not intend, nor does Fieldex undertake any obligation, to update or revise any forward-looking information contained in this news release to reflect subsequent information, events or circumstances or otherwise, except if required by applicable laws.

Trading in the common shares of Fieldex is currently halted and is expected to remain halted pending preparation by Fieldex of a management information circular for a special meeting of shareholders to consider the Transaction, at which time Fieldex may request a reinstatement of trading.

Completion of the Transaction is subject to a number of conditions including, but not limited to: completion of satisfactory due diligence by each of Fieldex and Idénergie; execution of a definitive agreement between Fieldex and Idénergie in respect of the Reverse Take-Over; receipt of regulatory approvals; acceptance of the Transaction by the TSX Venture Exchange; receipt of customary legal opinions; approval of the Transaction by the shareholders of Fieldex; and other actions necessary to complete the Transaction. The Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in Fieldex’s management information circular or filing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Fieldex should be considered highly speculative.

The TSX Venture Exchange has in no way passed upon the merits of the proposed Reverse Take-over and has neither approved nor disapproved the contents of this press release.  Neither the TSX Venture Exchange nor its Regulation Service Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

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For more information, please contact:
Martin Dallaire, eng.
President and Chief Executive Officer
Tel.: (819) 762-0609 Fax: (819) 762-0097
mdallaire@fieldexexploration.com

FIELDEX EXPLORATION SIGNS LETTER OF INTENT FOR REVERSE TAKE-OVER WITH IDÉNERGIE INC. AND “SPIN-OUT” OF RESOURCE ASSETS IN NEW COMPANY

Rouyn-Noranda, Québec, Canada, June 6, 2017 – Fieldex Exploration Inc. (TSXV: FLX) (Frankfurt: F7E) is pleased to announce that it has entered into a letter of intent dated June 6, 2017 with Idénergie Inc. (“Idénergie”), a renewable energy clean-tech private company based in Montreal, Québec, for a reverse take-over of Fieldex (the “Reverse Take-Over”) and a “spin-out” of Fieldex’s resource properties in a new public company (the “Spin-Out”). Fieldex and Idénergie are at arm’s-length.

The letter of intent provides that in order to effect the Reverse Take-Over, Fieldex will amalgamate or otherwise combine with Idénergie and become a renewable energy clean-tech company. At the closing of the Reverse Take-Over, Fieldex’s corporate name will be changed. At the same time, in the Spin-Out, Fieldex will transfer all of its resource properties and all of its liabilities to a new company, and distribute a portion of the shares of the new company to Fieldex’s shareholders. As a result, at the closing of the Reverse Take-Over and Spin-Out (collectively, the “Transaction”), Fieldex’s shareholders will become shareholders of a new clean-tech company and shareholders of a new company which will carry on Fieldex’s current natural resource business.

Trading in the common shares of Fieldex is currently halted and is expected to remain halted pending preparation by Fieldex of a management information circular for a special meeting of shareholders to consider the Transaction, at which time Fieldex may request a reinstatement of trading.

A comprehensive press release regarding the Transaction will follow in accordance with the policies of the TSX Venture Exchange when the terms and conditions of the Transaction are finalized.

Completion of the Transaction is subject to a number of conditions including, but not limited to: completion of satisfactory due diligence by each of Fieldex and Idénergie; execution of a definitive agreement between Fieldex and Idénergie in respect of the Reverse Take-Over; receipt of regulatory approvals; acceptance of the Transaction by the TSX Venture Exchange; receipt of customary legal opinions; approval of the Transaction by the shareholders of Fieldex; and other actions necessary to complete the Transaction. The Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in Fieldex’s management information circular or filing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Fieldex should be considered highly speculative.

About Fieldex
Fieldex is a mineral resource company actively exploring in Québec. As of the date hereof, Fieldex has 15,668,023 common shares issued and outstanding.

Forward-Looking Statements
This news release contains statements that may constitute “forward-looking information” within the meaning of applicable Canadian securities legislation. Forward-looking information may include, among others, statements regarding the future plans, costs, objectives or performance of Fieldex, or the assumptions underlying any of the foregoing. In this news release, words such as “may”, “would”, “could”, “will”, “likely”, “believe”, “expect”, “anticipate”, “intend”, “plan”, “estimate” and similar words and the negative form thereof are used to identify forward-looking statements. Forward-looking statements should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of whether, or the times at or by which, such future performance will be achieved. No assurance can be given that any events anticipated by the forward-looking information will transpire or occur, including the completion of the Reverse Take-Over and Spin-Out. Forward-looking information is based on information available at the time and/or management’s good-faith belief with respect to future events and are subject to known or unknown risks, uncertainties, assumptions and other unpredictable factors, many of which are beyond Fieldex’s control. These risks, uncertainties and assumptions include, but are not limited to, those described under “Financial Risk Management Objectives and Policies” and “Risks and Uncertainties” in Fieldex’s Annual Report for the fiscal year ended December 31, 2016, a copy of which is available on SEDAR at www.sedar.com, and could cause actual events or results to differ materially from those projected in any forward-looking statements. Fieldex does not intend, nor does Fieldex undertake any obligation, to update or revise any forward-looking information contained in this news release to reflect subsequent information, events or circumstances or otherwise, except if required by applicable laws.

The TSX Venture Exchange has in no way passed upon the merits of the proposed Reverse Take-over and has neither approved nor disapproved the contents of this press release. Neither the TSX Venture Exchange nor its Regulation Service Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

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For more information, please contact:
Martin Dallaire, eng.
President and Chief Executive Officer
Tel.: (819) 762-0609 Fax: (819) 762-0097
mdallaire@fieldexexploration.com