Q-Gold Closes $11,500,000 Fully Allocated Private Placement Financing, Including Agent's 15% Over-Allotment Option

Executive Summary

• Q‑Gold Resources closed its private placement, issuing 76,666,667 subscription receipts at $0.15 each for total gross proceeds of $11.5 million.
• The escrowed proceeds will be released upon satisfaction of defined “Escrow Release Conditions” (including regulatory approvals and completion of the planned acquisition of Alamos Gold’s interest in the Quartz Mountain Project).
• Net proceeds are earmarked to fund (i) a portion of the acquisition purchase price, (ii) exploration at Quartz Mountain, (iii) work on the Quetico Fault Zone project in Mine Centre, Ontario, and (iv) general working capital.

Key Details

• Offering Structure: 76,666,667 subscription receipts @ $0.15 each → $11,500,000 gross proceeds.
• Agent Fees: BMO Capital Markets entitled to a 6% cash commission ($690,000). Half paid at closing ($345,000); remaining half held in escrow until Escrow Release Conditions are met.
• Broker Warrants: Agent receives 4,600,000 non‑transferable broker warrants (6% of receipts sold), exercisable @ $0.15 per share until Oct 3 2030; vesting triggered by TSXV price ≥ $0.30 for five consecutive days or by Oct 3 2028.
• Escrow Mechanics: 50% of the agent’s fee and all other costs deducted; remaining funds held in escrow with TSX Trust Company pending:
• Corporate, regulatory and TSXV approvals for the offering.
• Completion (or waiver) of conditions precedent to the acquisition of Alamos’ interest in the Quartz Mountain Project (share‑exchange agreement dated Mar 31 2025).
• Automatic Exchange: Upon satisfaction/waiver of escrow conditions (by Nov 14 2025), each receipt converts into one Unit consisting of:
• One common share.
• One‑half of a common‑share purchase warrant (full warrant allows purchase of one share @ $0.20 until Oct 3 2027; acceleration right if TSXV price ≥ $0.25 for ten consecutive days after Feb 4 2026).
• Use of Net Proceeds:
  1. Finance a portion of the acquisition purchase price under the SEA with Alamos.
  2. Fund exploration and engineering studies at Quartz Mountain Project (Oregon).
  3. Support exploration along the Quetico Fault Zone at Mine Centre, Ontario.
  4. Working capital and general corporate purposes.
• Acquisition Timeline: Expected to close no later than the Escrow Release Deadline (Nov 14 2025) or another date mutually agreed with the agent, subject to TSXV final approval of the NI 43‑101 technical report for Quartz Mountain.
• Insider Participation: Director Tito Gandhi subscribed for 2,000,000 receipts; treated as a related‑party transaction exempt from formal valuation and minority‑shareholder approval under MI 61‑101.
• Refund Mechanism: If escrow conditions are not met by the deadline, all outstanding receipts will be cancelled and investors refunded the full issue price; any shortfall is the company’s liability.

Notable Quotes

(No direct quotes were provided in the release.)