QGold Closes Acquisition of Option on Quartz Mountain Advanced Gold Project in Oregon, U.S.A and Satisfies Release Conditions for $11,500,000 Escrowed Financing

Executive Summary

• Q‑Gold Resources completed the indirect acquisition of an option to acquire the advanced‑stage Quartz Mountain gold project in Oregon, purchasing all issued shares of 0975828 B.C. Ltd. from Alamos Gold.
• The transaction involved a cash payment of US$2.85 M and issuance of 13,924,702 Q‑Gold common shares (≈9.99% of outstanding shares), plus multiple future cash or share milestone payments up to US$17.15 M tied to feasibility study completion, permitting and construction milestones.
• Net proceeds from the related $11.5 M subscription receipt offering were partially used for the cash consideration; remaining funds are earmarked for exploration at Quartz Mountain, additional work on the Quetico Fault Zone project in Ontario, and general corporate purposes.

Key Details

• Target Structure: 0975828 B.C. Ltd. (sole shareholder of Orsa Ventures Corp., which wholly owns Quartz Mountain Gold Ltd.).
• Assets Acquired: 50% JV interest in Angel’s Camp property with option for remaining 50%; option to acquire 100% of Quartz Mountain property – total ≈4,823 acres.
• Technical Report: Filed on Oct 20 2025 (NI 43‑101).
• Cash & Share Consideration at Closing: US$2,850,000 cash + 13,924,702 Q‑Gold common shares (9.99% of pre‑closing equity).
• Future Milestone Payments:
• 12‑Month Payment – US$3,150,000 cash or shares (anniversary of closing).
• 24‑Month Payment – US$2,500,000 cash or shares.
• 36‑Month Payment – US$2,500,000 cash or shares.
• Feasibility Study/Construction Trigger – US$5,000,000 cash or shares.
• Permitting Trigger – US$5,000,000 cash or shares.
• Share Cap & NSR Royalty: Milestone share issuances limited to a total of 138,326,406 shares; excess value may be satisfied via a 0.2% net smelter return royalty on minerals from Quartz Mountain.
• Escrow Release Conditions: All 76,666,667 subscription receipts issued Oct 3 2025 automatically converted into units (1 common share + ½ warrant) after escrow release; no additional consideration required.
• Subscription Receipt Offering (Oct 3 2025):
• Price: $0.15 per receipt → gross proceeds $11,500,000.
• Agent fee: $690,000 (50% paid at closing, 50% after escrow release).
• Broker warrants issued: 4,600,000 non‑transferable warrants (6% of receipts), exercisable at $0.15 per share until Oct 3 2030; vest upon TSXV price ≥ $0.30 for five consecutive days or by Oct 3 2028.
• Use of Net Proceeds:
• US$2,850,000 applied to cash consideration for acquisition.
• Remaining proceeds allocated to: (i) exploration and engineering at Quartz Mountain; (ii) exploration along the Quetico Fault Zone in Mine Centre, Ontario; (iii) working capital and general corporate purposes.
• Forward‑Looking Statements: Include expectations on use of proceeds, project timelines, permitting, feasibility study outcomes, and construction decisions.

Notable Quotes

“We are pleased to announce the closing of the Quartz Mountain Project acquisition, marking a significant milestone in QGold’s ultimate strategy to become a North American‑based gold producer.” – Peter Tagliamonte, President & CEO

All boilerplate, forward‑looking disclaimer and company background sections have been omitted for brevity.