Q-Gold Resources Secures $10 Million Financing and Advances Strategic Acquisitions

Q-Gold Resources Ltd. (TSXV: QGR, OTC: QGLDF) announced the full allocation of its previously disclosed $10,000,000 private placement. This financing is pivotal for funding the acquisition of the Quartz Mountain Gold project in Oregon, USA, and advancing exploration at the Mine Centre gold camp in Ontario, Canada. The successful allocation, facilitated by BMO Nesbitt Burns Inc., signals investor support for the company's strategic direction, despite recent market volatility.

Financing Details and Acquisition Amendments

The private placement is structured as a "best efforts" offering of up to 66,666,667 units at $0.15 per unit, with each unit comprising one common share and one-half of one common share purchase warrant. Each warrant is exercisable at $0.20 for 24 months following issuance. This capital infusion is intended to bolster Q-Gold's operational capabilities and project development.

Concurrently, Q-Gold finalized an amendment, dated September 19, 2025, to its share exchange agreement with Alamos Gold Inc. regarding the Quartz Mountain acquisition. A significant change involves reducing the threshold for granting a re-purchasable net smelter return (NSR) royalty to Alamos from 50% to 19.9%. This means that if share issuances for milestone payments would result in Alamos holding more than 19.9% of Q-Gold's outstanding common shares, the value exceeding this threshold will trigger the granting of an NSR Royalty at a fixed rate of 0.2% of the net smelter return for each US$1,000,000 in value. Additionally, a "Share Cap" of 138,326,406 Q-Gold common shares was established for the total number of shares issued in respect of payment shares and milestone payments.

The Quartz Mountain Project is described as a "transformational USA gold acquisition with district scale," encompassing advanced projects such as Crone Hill and Quartz Butte, alongside exploration potential at Angel's Camp. Historical drilling has indicated high-grade intercepts, including 160.5 g/t over 1.5m and 67.44 g/t over 4.18m. The original acquisition agreement with Alamos Gold involved total consideration of up to $21 million and a 9.9% equity interest for Alamos, structured with upfront cash, guaranteed payments, and milestone payments tied to project development. Proceeds from the current financing will also fund exploration along the Quetico Fault Zone at the past-producing Mine Centre gold camp in Ontario, aiming to define an initial mineral resource.

Market Dynamics and Share Performance

These strategic initiatives unfold against a backdrop of considerable stock volatility for Q-Gold. The company's stock symbol QGLDF has experienced significant fluctuations, trading at $0.0900 as of September 19, 2025. The stock has seen a long-term decline of -69.49% over the last five years, and its 52-week trading range between $0.01 and $0.189 underscores its volatile nature. Analysis from StockInvest.us indicates that the stock lies "in the middle of a very wide and falling trend in the short term," with "sell signals from both short and long-term Moving Averages." This market reaction reflects the inherent risks associated with early-stage mineral exploration companies, where corporate actions, while strategically vital, do not immediately guarantee stable share price performance.

Broader Gold Market Context and Company Financials

Q-Gold's activities are situated within a broader bullish gold market. Gold prices have surged above $3,400 per ounce in 2025, driven by central bank buying, global debt levels, geopolitical risks, and expectations of Federal Reserve interest rate cuts. This positive macroeconomic environment for gold producers could provide favorable conditions for Q-Gold's projects as they advance. Financially, Q-Gold operates as a mineral exploration company that has not yet identified a commercial resource. The recoverability of its costs is dependent on successful discovery and securing necessary financing. As of its latest annual financial reports for fiscal year 2024, the company held $718.72K in cash and cash equivalents, with a free cash flow of $-72.56K. Notably, its cash position experienced a growth rate of 6760.60% in the last fiscal year. The market capitalization for QGLDF is $5.55 million. The trailing twelve months (TTM) Price-to-Earnings (P/E) ratio for QGLDF was -9.00, indicating the company is not yet profitable.

Management Perspective and Outlook

Peter Tagliamonte, CEO and President of Q-Gold, conveyed confidence in the company's strategic direction following the financing:

"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."

Investors will be monitoring several key milestones in the coming months. The expected closing of the $10 million financing and the Quartz Mountain acquisition is anticipated around September 30, 2025. Following the acquisition, the commencement of exploration programs and engineering studies at Quartz Mountain, along with ongoing exploration results at Mine Centre, will be critical indicators of progress. The ultimate goal remains the establishment of an initial mineral resource at Mine Centre, a vital step in de-risking projects and attracting future investment or potential acquisition by larger operators.