Q-Gold Announces $10,000,000 Financing to complete acquisition of Quartz Mountain Gold project in Oregon, USA and advance Mine Centre Camp in Ontario, Canada

Core Viewpoint - Q-Gold Resources Ltd. is conducting a private placement offering to raise up to $10 million through the sale of units priced at $0.15 each, with proceeds aimed at financing mineral exploration projects and working capital [2][4]. Group 1: Offering Details - The offering consists of up to 66,666,667 units, each unit comprising one common share and one-half of a common share purchase warrant [2]. - Each warrant allows the holder to purchase one common share at $0.20 for 24 months, with an acceleration clause if the share price exceeds $0.25 for 10 consecutive days [2][4]. - The offering is structured as a "best efforts" private placement, subject to regulatory approvals and a four-month statutory hold period on the securities issued [3][4]. Group 2: Use of Proceeds - Proceeds will be used to finance the acquisition of the Quartz Mountain Project in Oregon, which is a late-stage mineral exploration project [4][6]. - Additional funds will support exploration along the Quetico Fault Zone in Ontario and provide working capital for general corporate purposes [4][6]. Group 3: Market Engagement - The company has engaged Independent Trading Group (ITG) for market-making services to enhance liquidity and maintain a reasonable market for its shares [8][9]. - ITG will receive CAD$5,000 per month for its services, with the agreement subject to renewal and termination conditions [9]. Group 4: Agent and Commissions - BMO Capital Markets is the sole agent for the offering, entitled to a 6% cash commission on gross proceeds and unvested broker warrants equivalent to 6% of units sold [7]. - Broker warrants will allow the purchase of common shares at $0.15 for 60 months, vesting under specific conditions [7]. Group 5: Qualified Persons - The technical information regarding the Mine Centre project has been reviewed by Jason Arnold, P.Geo., and the Quartz Mountain Project by Fred H. Brown, P.Geo., both recognized as Qualified Persons under NI 43-101 [10][11]. Group 6: Company Overview - Q-Gold Resources Ltd. is a Canadian-based mineral exploration company focused on high-grade gold and silver discoveries, currently exploring the Foley Gold Mine in Ontario [12].