Q-Gold's private placement now fully allocated

Mr. Peter Tagliamonte reports Q-GOLD ANNOUNCES PRIVATE PLACEMENT FINANCING FULLY ALLOCATED; UPDATE ON QUARTZ MOUNTAIN TRANSACTION BMO Nesbitt Burns Inc., the agent engaged to assist Q-Gold Resources Ltd. with its previously announced offering of up to 66,666,667 units on a best efforts basis, has confirmed that the offering is fully allocated. For more information about the offering, please see the company's press release dated Aug. 29, 2025, a copy of which is available under the company's profile at SEDAR+. Peter Tagliamonte, chief executive officer and president of the company, commented: "We are very pleased with the strong response to our financing, which has been fully allocated. We believe that the support from new potential investors is a strong endorsement of our projects and strategy. We look forward to completing the closing in the coming weeks and putting this capital to work to advance our exploration and development plans." Completion of the offering remains subject to a number of customary closing conditions, including receipt of approval of the TSX Venture Exchange, execution of subscription agreements and an agency agreement, and delivery of title opinions. In addition, the company announces today that following discussions with the TSX Venture Exchange it has entered into an amendment dated Sept. 19, 2025, to the share exchange agreement entered into by the company with 0975828 B.C. Ltd. and Alamos Gold Inc. effective March 31, 2025, respecting the purchase of a later-stage mineral exploration project located in south-central Oregon. For more information about the acquisition, please see the company's press release dated April 3, 2025, a copy of which is also available under the company's SEDAR+ profile. Pursuant to the amendment, the parties agreed that the threshold at which the company would be required to grant a repurchasable net smelter return royalty (the NSR royalty) to Alamos, as further described in the company's press release dated April 3, 2025, is decreased from 50 per cent to 19.9 per cent, such that in event that the issuance of Q-Gold's common shares for milestone payments would result in Alamos holding more than 19.9 per cent of the issued and outstanding common shares of the company, 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 Gold Ltd. to grant the NSR royalty 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, the parties agreed that no Q-Gold common shares shall be issued in respect of milestone payments in the event that such issuances would mean the total number of Q-Gold common shares issued in respect of payment shares and milestone payments would exceed 138,326,406 Q-Gold 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. About Q-Gold Resources Ltd. Q-Gold is a publicly traded Canadian-based mineral exploration company targeting high-grade gold and silver discoveries in multiple jurisdictions. Q-Gold is currently exploring for gold at the past-producing Foley gold mine in Mine Centre, Ontario. We seek Safe Harbor.