Q-Gold's private placement now fully allocated

Executive Summary

• The private placement of up to 66,666,667 units is fully allocated, indicating strong investor demand.
• Q‑Gold entered into an amendment (dated Sept. 19 2025) to its share exchange agreement with 0975828 B.C. Ltd. and Alamos Gold Inc., altering the NSR royalty threshold and capping future common‑share issuances for milestone payments.
• The financing proceeds will be used to advance exploration and development plans, while the amended terms provide greater flexibility on royalty payments and share issuance limits.

Key Details

• Financing: Private placement fully allocated; previously announced up to 66,666,667 units on a best‑efforts basis (agent: BMO Nesbitt Burns Inc.).
• Closing Conditions: Subject to TSX Venture Exchange approval, execution of subscription and agency agreements, and delivery of title opinions.
• Use of Proceeds: To fund Q‑Gold’s exploration and development projects, including the Foley gold mine area in Ontario.
• Amendment Date: Sept. 19 2025 to the share exchange agreement originally effective March 31 2025 with 0975828 B.C. Ltd. and Alamos Gold Inc. (Quartz Mountain project, south‑central Oregon).
• NSR Royalty Threshold Change: Reduced from 50 % to 19.9 % ownership trigger; if the trigger is met, Q‑Gold will satisfy share issuance obligations by granting a fixed NSR royalty of 0.2 % of net smelter return per US$1 million value instead of issuing additional shares.
• Share Cap Provision: No Q‑Gold common shares will be issued for milestone payments if total issuable shares would exceed 138,326,406; the company will seek TSX Venture Exchange approval to issue shares beyond this cap upon Alamos’s request, using commercially reasonable efforts.
• CEO Quote: “We are very pleased with the strong response to our financing… We look forward to completing the closing in the coming weeks and putting this capital to work to advance our exploration and development plans.”

Notable Quotes

“We believe that the support from new potential investors is a strong endorsement of our projects and strategy.” – Peter Tagliamonte, CEO & President.