Q-Gold Announces Closing of Oversubscribed Final Tranche of Flow-Through and Non-Flow Through Financing

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Not intended for distribution to the NewsWIRE Services in the United States or for publication in the United States
(All figures are in Canadian dollars unless otherwise stated)

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TORONTO, Dec. 27, 2024 (GLOBE NEWSWIRE) —

Q-Gold Resources Ltd (TSXV: QGR, OTC: QGLDF, FRA: QX9G) (“S-gold“or”a company) is pleased to announce that it has closed the final tranche of its previously announced non-streaming and non-streaming private placement (“an offer“”) for gross proceeds of C$357,999.88 (“Final slide“). Under the final tranche, Company A issued 1,925,000 flow units at a price of $0.16 per unit (“Feet units“), each FT unit consists of one common flow share (“Ft shares”) and one-half warrant, each whole warrant exercisable at $0.20 per share for a period of 24 months (“FT commands“) and (b) 357,142 non-flowing units at $0.14 per unit (“Non-FT units“), each non-FT unit consists of one non-FT common stock (“Non-FT stocks”) and one-half warrant, each whole warrant exercisable at $0.20 per share for a period of 24 months (“Non-FT commandsThe Company received gross proceeds of $861,046.16 under the offering, which was oversubscribed in all tranches.

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Proceeds from the final tranche of FT units, amounting to $308,000, will be used to explore and develop the Company’s mineral property interests in the mining hub area, and proceeds from non-FT units, amounting to $49,999.88, will be used for general working capital purposes. The gross proceeds from the issuance of all FT Units will be used to defray Canadian exploration expenses (“Central and Eastern Europe“), and will qualify as “streaming mining expenses” under Income tax law (Canada), which will be assigned to purchasers of FT Units with an effective date not later than December 31, 2024 in an aggregate amount of not less than the proceeds raised from the issuance of FT Units.

In connection with the final tranche, the Company paid a finder’s fee of $39,000 and issued 150,000 finder’s warrants (each a “Finder’s note“). Each Finder order can be executed at $0.16 in one non-FT share until December 27, 2026.

About Q-Gold Resources Ltd.
Q-Gold Resources (TSXV: QGR, OTC: QGLDF, FRA: QX9G) is a publicly traded, Canadian-based mineral exploration company targeting high-grade gold and silver discoveries in multiple jurisdictions. Q-Gold is currently prospecting for gold at the former producing Foley Gold Mine in Mine Centre, Ontario.

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For more information, contact:
doctor. Andreas Rumpel
chief executive officer
Andy.rompel@qgoldresources.com

Cautionary notes
Certain statements in this release are forward-looking statements. Forward-looking statements consist of statements that are not purely historical, including any statements regarding the offering, the closing of the final tranche, the Company’s business plans, the Company’s exploration plans and budgets for the Foley Gold Mine, and the Company’s beliefs, plans and expectations. Or intentions regarding the future. Such statements are subject to risks and uncertainties that could cause actual results, performance or developments to differ materially from those expressed in the statements. No assurance can be given that any of the events anticipated in the forward-looking statements will occur, or if they do occur, what benefits the Company will derive from them. In particular, the Company cautions that the completion of the proposed acquisitions cannot be predicted with certainty, and that there can be no assurance at this time that the proposed acquisitions will be completed in the manner described above or at all. These forward-looking statements reflect the current views of management and are based on certain expectations, estimates and assumptions that may prove incorrect. A number of risks and uncertainties could cause our actual results to differ materially from those expressed or implied in the forward-looking statements, as well as other factors beyond the company’s control. The Company undertakes no obligation to update any forward-looking information, except in accordance with applicable securities laws.

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This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities in the United States. The securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended (“US securities law”) or any state securities laws and may not be offered or sold within the United States or to U.S. persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

Neither the TSX VENTURE Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX VENTURE Exchange) accepts responsibility for the adequacy or accuracy of this release.

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