Q-Gold Resources arranges $10-million financing

Mr. Peter Tagliamonte reports Q-GOLD ANNOUNCES $10,000,000 FINANCING TO COMPLETE ACQUISITION OF QUARTZ MOUNTAIN GOLD PROJECT IN OREGON, USA AND ADVANCE MINE CENTRE CAMP IN ONTARIO, CANADA Q-Gold Resources Ltd. has engaged BMO Capital Markets as sole agent in connection with a best efforts private placement offering of up to 66,666,667 units of the company at a price of 15 cents per unit for aggregate gross proceeds to the company of up to $10-million. Each unit shall consist of one common share of the company and one-half of one common share purchase warrant. Each warrant shall entitle the holder to acquire one common share of the company at a price of 20 cents for 24 months following issuance; provided, however, that if at any time after four months and one day from the issuance date of the warrants the common shares of the company trade at 25 cents per common share or higher on the TSX Venture Exchange for a period of 10 consecutive days, the company will have the right (but not the obligation) to accelerate the expiry date of the warrants to the date that is 30 days after the company issues a news release announcing that it has elected to exercise this acceleration right. The units will be offered by the agent on a best efforts private placement basis in each of the provinces and territories of Canada pursuant to exemptions from prospectus requirements under applicable Canadian securities laws, as well as in the United States on a private placement basis pursuant to applicable exemptions under the United States Securities Act of 1933, as amended, and to persons resident outside of Canada and the United States as agreed between the company and the agent. All securities issued in connection with the offering will be subject to a statutory hold period of four months. Completion of the offering is subject to a number of conditions, including (but not limited to) the receipt of necessary approvals, including the approval of the TSX-V. The company intends to use the net proceeds of the offering: (i) to finance a remaining portion of the purchase price of the Quartz Mountain late-stage mineral exploration project, located in south-central Oregon, which the company has under contract to acquire from Alamos Gold Inc., pursuant to a share exchange agreement dated March 31, 2025, and, subject to closing of the acquisition, to undertake an exploration program and engineering studies at the Quartz Mountain project; (ii) to finance a portion of the exploration program along the Quetico fault zone at the company's project in Mine Centre in Ontario; and (iii) for working capital and general corporate purposes. For more information about the acquisition and the Quartz Mountain project, please see the company's news release dated April 3, 2025, a copy of which is available under the company's SEDAR+ profile. Subject to the satisfaction of the necessary conditions, the offering and the acquisition are expected to close on or about Sept. 30, 2025. The company has granted the agent an option to sell up to an additional 15 per cent of the aggregate number of units under the offering, on the same terms and conditions. The overallotment option will be exercisable, in whole or in part, at any time up until 48 hours prior to the closing of the offering. The agent will be entitled to a cash commission equal to 6 per cent of the gross proceeds raised under the offering, as well the issuance of unvested warrants, in an amount equal to 6 per cent of the number of units sold pursuant to the offering. Each vested broker warrant will entitle the holder thereof to purchase one common share of the company at a price of 15 cents per share for a period of 60 months following the closing date of the offering. The broker warrants will vest upon the earlier to occur of the company's closing share price on the TSX-V exceeding 30 cents per share for five consecutive trading days and the date that is three years from the closing of the offering. Market-maker engagement In addition, the company announces today that, subject to approval of the TSX-V, has engaged the services of Independent Trading Group (ITG) Inc. to provide market-making services in accordance with the policies of the TSX-V. ITG will trade shares of the company on the TSX-V and other trading venues with the objective of maintaining a reasonable market and improving the liquidity of the company's common shares. Under the agreement, ITG will receive compensation of $5,000 per month, payable monthly in advance. ITG is responsible for all costs associated with the market-making services. The agreement is for an initial term of one month and will automatically renew for additional one-month terms unless terminated. The agreement may be terminated by either party with 30 days of notice. There are no performance factors contained in the agreement and ITG will not receive shares or options as compensation. ITG and the company are unrelated and unaffiliated entities and at the time of the agreement, neither ITG nor its principals have an interest, directly or indirectly, in the company or its securities. ITG principally operates out of Toronto, Ont. Qualified persons The scientific and technical information contained in this news release regarding the Mine Centre project has been reviewed and approved by Jason Arnold, PGeo, an independent consultant who is a qualified person as defined in National Instrument 43-101, Standards of Disclosure for Mineral Projects. The scientific and technical information contained in this news release regarding the Quartz Mountain project has been reviewed and approved by Fred H. Brown, PGeo, an independent consultant who is a qualified person as defined in NI-43-101. About Q-Gold Resources Ltd. Q-Gold is a publicly traded Canadian-based mineral exploration company targeting high-grade gold and silver discoveries in multiple jurisdictions. Q-Gold is currently exploring for gold at the past-producing Foley gold mine in Mine Centre in Ontario. We seek Safe Harbor.