Q-Gold Closes $11,500,000 Fully Allocated Private Placement Financing, Including Agent’s 15% Over-Allotment Option

Core Viewpoint - Q-Gold Resources Ltd. has successfully closed a private placement offering of subscription receipts, raising a total of $11,500,000 through the issuance of 76,666,667 subscription receipts at a price of $0.15 each, including the full exercise of the over-allotment option by the agent [1][2]. Group 1: Offering Details - The subscription receipts were issued under a subscription receipt agreement and the gross proceeds, after deducting the agent's fees, have been placed in escrow pending the satisfaction of certain conditions [2][9]. - Each subscription receipt will automatically convert into one unit upon meeting the escrow release conditions by November 14, 2025 [3]. - Each unit consists of one common share and half a warrant, with the warrant allowing the purchase of one common share at $0.20 until October 3, 2027 [4]. Group 2: Financial Aspects - The agent is entitled to a cash commission of 6% of the gross proceeds, amounting to $690,000, with half paid immediately and the remainder contingent on the completion of the acquisition [7]. - The net proceeds from the offering will be used for financing the acquisition of the Quartz Mountain Project, exploration programs, and general corporate purposes [9]. Group 3: Acquisition and Conditions - The acquisition of the Quartz Mountain Project from Alamos Gold Inc. is expected to close by the escrow release deadline, subject to customary closing conditions [10][11]. - Insider participation in the offering includes a subscription of 2,000,000 subscription receipts by a director of the company, which is considered a related party transaction [12].