Q-Gold Resources arranges $10-million financing

Executive Summary

• Q‑Gold Resources Ltd. announced a best‑efforts private placement to raise up to $10 million for the acquisition of the Quartz Mountain gold project in Oregon and to fund exploration at Mine Centre, Ontario.
• The offering consists of 66,666,667 units priced at $0.15 per unit, each unit containing one common share and half a common‑share purchase warrant (exercise price $0.20, 24‑month term).
• An overallotment option allows the agent to sell an additional 15 % of units; the placement agent receives a 6 % cash commission plus unvested broker warrants.

Key Details

• Units Offered: Up to 66,666,667 at $0.15 each → gross proceeds up to $10 M.
• Unit Composition: 1 common share + ½ warrant (right to buy one share at $0.20 for 24 months).
• Warrant Acceleration Clause: If TSX‑V price ≥ $0.25 for 10 consecutive days after four months + 1 day, Q‑Gold may accelerate expiry to 30 days post‑announcement of acceleration election.
• Overallotment (Green Shoe): Agent may sell up to an additional 15 % of units; exercisable any time up to 48 hours before closing.
• Agent Compensation: 6 % cash commission on gross proceeds plus broker warrants equal to 6 % of units sold.
• Broker Warrants: Vested warrants allow purchase of one share at $0.15 for 60 months; vest upon TSX‑V price ≥ $0.30 for five consecutive days or three years after closing, whichever occurs first.
• Use of Proceeds:
  1. Finance remaining purchase price for Quartz Mountain project (acquisition from Alamos Gold Inc., share‑exchange agreement dated Mar 31 2025).
  2. Fund exploration program along the Quetico fault zone at Mine Centre, Ontario.
  3. Working capital and general corporate purposes.
• Closing Timeline: Expected on or about Sept. 30 2025, subject to approvals (including TSX‑V).
• Statutory Hold Period: All securities subject to a four‑month hold period.
• Market‑Maker Engagement: Independent Trading Group Inc. engaged as market maker; $5,000 per month fee, one‑month renewable term, no performance‑based compensation or equity grants.
• Qualified Persons:
• Jason Arnold, P.Geo – qualified person for Mine Centre technical information.
• Fred H. Brown, P.Geo – qualified person for Quartz Mountain technical information.

Notable Quotes

(No direct quotes were provided in the release.)