Q-Gold receives conditional OK for financing

Executive Summary

• Q‑Gold Resources Ltd. announced that its private placement financing is fully subscribed, with the agent exercising the overallotment option, securing aggregate gross proceeds of up to $11.5 million.
• The proceeds will be used to fund the acquisition of the Quartz Mountain gold project in Oregon (via a Share Exchange Agreement) and to advance exploration at the Mine Centre project in Ontario.
• The offering structure has been adjusted to issue subscription receipts that will automatically convert into units (common share + half warrant) upon satisfaction or waiver of escrow release conditions, with closing expected around Oct 2 2025.

Key Details

• Units/Subcription Receipts: Up to 76,666,667 units (or equivalent subscription receipts) at $0.15 per unit/receipt, yielding gross proceeds of up to $11.5 M.
• Overallotment: Agent exercised full overallotment option, adding an additional ~15% of the original units on the same terms.
• Warrant Terms: Each unit includes one‑half of a common share purchase warrant; warrants allow purchase at $0.20 per share for 24 months post‑closing, with possible acceleration if TSX‑V price ≥ $0.25 for 10 consecutive days after four months + 1 day.
• Broker Warrants: Agent to receive broker warrants equal to 6% of subscription receipts sold, exercisable at $0.15 per share for 60 months; vest upon either TSX‑V price ≥ $0.30 for five consecutive trading days or three years from closing.
• Escrow Structure: Gross proceeds placed in escrow with a subscription receipt agent; conversion to units occurs automatically once corporate, regulatory, and acquisition conditions are met (or waived) by Nov 14 2025.
• Commission: 6% of gross proceeds payable as cash commission – half at closing, half held in escrow pending condition satisfaction.
• Use of Proceeds:
  1. Finance portion of purchase price for Quartz Mountain project under the Share Exchange Agreement.
  2. Fund exploration program and engineering studies at Quartz Mountain (subject to acquisition closing).
  3. Finance exploration along the Quetico fault zone at Mine Centre, Ontario.
  4. Working capital and general corporate purposes.
• Closing Timeline: Offering expected to close in escrow on or about Oct 2 2025; acquisition of Quartz Mountain expected no later than the escrow release deadline (Nov 14 2025) or earlier if conditions are satisfied.
• Regulatory Conditions: Subject to TSX‑V approval, execution of agency and subscription receipt agreements, filing of NI 43‑101 technical report for Quartz Mountain, and other customary closing conditions.

Notable Quotes

“We are very pleased with the strong interest we received in our financing, including the overallotment… Upon closing, we intend to promptly deploy the net proceeds to advance both our Mine Centre project and (subject to completion of the acquisition) the Quartz Mountain project.” – Peter Tagliamonte, President & CEO

All boilerplate and safe‑harbor language have been omitted for clarity.