Q-Gold Resources closes $11.5-million private placement

Executive Summary

• Q‑Gold Resources Ltd. closed a fully allocated private placement of 76,666,667 subscription receipts at $0.15 each, raising $11.5 million in gross proceeds.
• The proceeds (net of fees) will be used to fund the pending acquisition of Alamos Gold’s interest in the Quartz Mountain project, support exploration programs at Quartz Mountain and Mine Centre, and provide working capital.
• The offering includes an agent over‑allotment option exercised in full, broker warrants for the placement agent, and escrow release conditions tied to regulatory approvals and completion of the acquisition.

Key Details

• Offering size: 76,666,667 subscription receipts @ $0.15 each → $11.5 M gross proceeds.
• Agent over‑allotment: BMO Capital Markets exercised its 15 % overallotment option in full.
• Escrow arrangement: Gross proceeds (less 50 % of the agent’s fee) placed in escrow pending satisfaction/waiver of release conditions; funds to be released on or before Nov 14, 2025.
• Unit composition upon exchange: 1 common share + ½ common‑share purchase warrant per unit.
• Warrant terms: Purchase price $0.20 per share; expiry Oct 3, 2027 (accelerable to 30 days after a news release if TSX‑V price ≥ $0.25 for 10 consecutive days after Feb 4, 2026).
• Agent compensation: 6 % cash commission = $690,000 (50 % paid at closing, remaining 50 % held in escrow).
• Broker warrants to agent: 4.6 M non‑transferable warrants (6 % of receipts sold), exercisable at $0.15 per share until Oct 3, 2030; vest upon TSX‑V price ≥ $0.30 for five consecutive days or on Oct 3, 2028.
• Statutory hold period: All securities issued subject to a hold ending Feb 4, 2026.
• Use of net proceeds (after fees):
  1. Finance portion of purchase price for the Quartz Mountain acquisition (per Share Exchange Agreement dated Mar 31, 2025).
  2. Fund exploration and engineering studies at Quartz Mountain.
  3. Support exploration along the Quetico Fault zone at Mine Centre, Ontario.
  4. Working capital and general corporate purposes.
• Escrow release conditions:
• Receipt of all required corporate, regulatory, and TSX‑V approvals for the offering and the acquisition.
• Satisfaction/waiver of acquisition closing conditions (excluding cash consideration).
• Joint notice from Q‑Gold and agent confirming condition satisfaction/waiver.
• Failure to satisfy conditions: Subscription receipts cancelled; escrowed funds returned to holders, with Q‑Gold liable for any shortfall.
• Related party participation: Director Tito Gandhi subscribed for 2 M subscription receipts (related‑party transaction exempt from formal valuation/minority approval under MI 61‑101).
• Regulatory approvals: Final TSX‑V approval and NI 43‑101 technical report for Quartz Mountain expected before escrow deadline.

Notable Quotes

(No direct quotes were provided in the release.)