Q-Gold closes acquisition of option on Quartz Mountain

Mr. Peter Tagliamonte reports 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 Q-Gold Resources Ltd. has closed its previously announced indirect acquisition of an option to acquire the advanced-stage Quartz Mountain gold exploration project located in south-central Oregon. The acquisition was completed pursuant to the previously announced share exchange agreement dated March 31, 2025, as amended, through the purchase of all issued and outstanding shares of 0975828 B.C. Ltd. (target) from its sole shareholder, Alamos Gold Inc. The Quartz Mountain project comprises two contiguous properties -- the Angel's Camp property and the Quartz Mountain property -- which together consist of approximately 4,823 acres in south-central Oregon. The target's indirect wholly owned subsidiary, Quartz Mountain Gold Ltd., holds: (i) a 50-per-cent unincorporated joint venture interest in the Angel's Camp property, with an option to acquire the remaining 50-per-cent interest; and (ii) an option to acquire a 100-per-cent interest in the Quartz Mountain property, in each case from the properties' owner, Seabridge Gold Inc. The exercise of both options and ultimate acquisition of a direct 100-per-cent interest in the assets are subject to the completion by the target of: (i) permitting; and (ii) a feasibility study on the Quartz Mountain project. To date, approximately 100,000 metres of drilling has been completed on the Quartz Mountain project. The company filed a technical report (as such term is defined in National Instrument 43-101 (Standards of Disclosure for Mineral Projects)) respecting the Quartz Mountain project on Oct. 20, 2025. Peter Tagliamonte, president and chief executive officer, commented: "We are pleased to announce the closing of the Quartz Mountain project acquisition, marking a significant milestone in Q-Gold's ultimate strategy to become a North American-based gold producer. I would like to thank Alamos, the Q-Gold team and everyone who contributed to making this acquisition a reality. We are excited to provide details of the updated mineral resource estimate as well as other exciting updates to our shareholders as we continue advancing our gold projects." Terms of the acquisition The target, a company existing pursuant to the laws of the Province of British Columbia, is the sole shareholder of Orsa Ventures Corp., a corporation existing under the laws of the Province of British Columbia, which is the sole shareholder of Quartz Mountain, a corporation existing under the laws of the State of Nevada. Quartz Mountain is party to a series of agreements pursuant to which it solely holds the right to earn a 100-per-cent interest in the Quartz Mountain project, subject to the satisfaction of the various conditions contained in such agreements. Pursuant to the agreement, Q-Gold paid and issued to Alamos, respectively, $2.85-million (U.S.) in cash and 13,924,702 common shares of the company, which represent 9.99 per cent of Q-Gold's issued and outstanding common shares on an undiluted basis immediately prior to the closing date of the acquisition after taking into account the 76,666,667 units (defined below) issued pursuant to the offering (defined below). In addition, Q-Gold has also agreed to pay or issue (as applicable) to Alamos the following: $3.15-million (U.S.) in cash or common shares (at Alamos's election) payable on the first anniversary of the closing date; $2.5-million (U.S.) in cash or common shares (at Alamos's election) payable on the second anniversary of the closing date; $2.5-million (U.S.) in cash or common shares (at Alamos's election) payable on the third anniversary of the closing date; $5-million (U.S.) in cash or common shares (at Alamos's election) payable on the earlier of: (i) completion of a feasibility study in respect of the Quartz Mountain project; and (ii) the company deciding to commence construction of a mine on the Quartz Mountain project; and $5-million (U.S.) in cash or common shares (at Alamos's election) payable when the Quartz Mountain project has been permitted. The milestone payments may also be paid in a number of Q-Gold common shares in certain circumstances described in and calculated in accordance with the terms of the agreement. In the event that the issuance of the milestone shares would result in Alamos holding more than 19.9 per cent of the issued and outstanding common shares, then in lieu of issuing additional shares in excess of such threshold, the value of the shares that would have been issued absent the application of such threshold shall be satisfied by the company causing Quartz Mountain to grant a repurchasable net smelter return royalty to Alamos in respect of all minerals from the Quartz Mountain project at a fixed rate of 0.2 per cent of the net smelter return for each $1-million (U.S.) in value being satisfied by the issuance of such NSR royalty on the terms described in the agreement. Further, no common shares shall be issued in respect of milestone payments in the event that such issuances would mean the total number of common shares issued in respect of payment shares and milestone payments would exceed 138,326,406 common shares in aggregate, provided Q-Gold has also agreed to use commercially reasonable efforts to obtain approval of the TSX Venture Exchange for issuances of its common shares beyond the share cap to satisfy milestone payments upon Alamos's request. The acquisition was an arm's-length transaction for the purposes of the policies of the TSX-V. Q-Gold did not pay any finders' fees in connection with the acquisition. Satisfaction of escrow release conditions In addition, the company is also pleased to announce that immediately prior to the completion of the acquisition, the escrow release conditions set out in the subscription receipt agreement dated Oct. 3, 2025, between the company, the agent and TSX Trust Company as subscription receipt agent, were satisfied. Accordingly, each of the 76,666,667 subscription receipts issued by the company on Oct. 3, 2025, pursuant to the offering, has been automatically exchanged, without payment of additional consideration or further action by the holder thereof, into one unit of the company. Each unit is composed of one common share and one-half of one common share purchase warrant of the company. Each warrant entitles the holder to acquire one common share at a price of 20 cents per warrant share until Oct. 3, 2027, provided, however, that, if, at any time after Feb. 4, 2026, the common shares 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. Pursuant to an agency agreement dated Oct. 3, 2025, between the company and BMO Capital Markets, as agent, on Oct. 3, 2025, the company issued a total 76,666,667 subscription receipts at a price of 15 cents per subscription receipt for aggregate gross proceeds to the company of $11.5-million, which included the exercise in full by the agent of its overallotment option granted pursuant to the agency agreement. The gross proceeds of the offering, less the agent's fee of $690,000 payable in connection with the sale of subscription receipts, and less the costs and expenses of the agent payable by the company as provided for in the agency agreement, have been released by the subscription receipt agent to the company in accordance with the provisions of the subscription receipt agreement. Fifty per cent of the agent's fee (or $345,000) was paid by the company immediately upon closing of the offering, and the remaining 50 per cent was paid upon satisfaction of the escrow release conditions. The agent was also issued 4.6 million non-transferable broker warrants, being equal to 6.0 per cent of the number of subscription receipts sold pursuant to the offering, upon satisfaction of the escrow release conditions. Each broker warrant entitles the agent to purchase one common share at a price of 15 cents per share until Oct. 3, 2030. The broker warrants 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 Oct. 3, 2028. All securities issued in connection with the offering are subject to a statutory hold period ending Feb. 4, 2026. The company used $2.85-million (U.S.) of the net proceeds of the offering to satisfy the cash consideration. The company intends to use the remaining portion of the net proceeds of the offering: (i) 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, Ont.; and (iii) for working capital and general corporate purposes. For more information about the offering and acquisition, please see the company's press releases dated April 3, 2025, Aug. 29, 2025, Sept. 19, 2025, Sept. 24, 2025, and Oct. 3, 2025, copies of which are available under the company's SEDAR+ profile. About Q-Gold Resources Ltd. Q-Gold is a publicly traded Canadian-based mineral development and exploration company that is focused on advancing gold projects in United States and Canada. The company is targeting high-grade gold and silver projects in safe and stable North American mining-friendly jurisdictions. Q-Gold is currently exploring for gold at the past-producing Foley gold mine in Mine Centre, Ont., and intends to advance exploration activities in the United States at the Quartz Mountain project. We seek Safe Harbor.