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Financing With Canaccord Adams |
Q-Gold Resources LTD. Announces Financing With Canaccord Adams
Not for distribution to United States newswire services
or for dissemination in the United States
SEC 12g 3-2(b) Exemption # 82-4931
March 15, 2006
Q-Gold Resources Ltd. (“Q-Gold” or the “Corporation”), is pleased to announce that it has entered into an agreement with Canaccord Adams (“Canaccord Adams” or the “Agent”) whereby Canaccord Adams is offering to raise, on a commercially reasonable efforts basis, up to $1,500,800 (the “Offering”).
The Offering will consist of:
- 4,170,000 Flow-through Units (“FT Units”) for aggregate gross proceeds of up to $1,000,800; and
- 2,500,000 Non-Flow-through Units of the Corporation (“NFT Units”) for aggregate gross proceeds of up to $500,000.
The FT Units will be offered via a Short Form Offering Document (“SFOD”) and the NFT Units will be offered by way of private placement (the "Private Placement").
The SFOD will involve the issuance of up to 4,170,000 FT Units at a price of $0.24 per FT Unit. Each FT Unit consists of one common share of the Corporation (the "Common Share") on a "flow-through basis" and one-half of one transferable Common Share purchase warrant (the "FT Warrant"). Each whole FT Warrant shall entitle the holder to purchase one Common Share at a price of $0.30 for a period of 24 months from issuance.
The private placement portion of the Offering will involve the issuance of up to 2,500,000 NFT Units at a price of $0.20 per NFT Unit. Each NFT Unit consists of one Common Share and one transferable Common Share purchase warrant (the "NFT Warrant"). The NFT Warrant entitles the holder to purchase one Common Share of the Corporation at a price of $0.26 for a period of 24 months from issuance. The Corporation has granted Canaccord Adams an option (the "Over-allotment Option") to solicit subscriptions for an additional 25% of the gross proceeds of the Offering, such additional subscriptions to be NFT Units offered under the Private Placement. All securities issued pursuant to the Private Placement will be subject to a four-month hold period from the date of closing.
Canaccord Adams will receive an 8% cash commission on all gross proceeds raised in connection with the Offering. It will also, on completion of the Offering, receive an Agent’s Option allowing Canaccord Adams to purchase that number of Agent’s units (the “Agent’s Unit”) equal to 10% of the number of securities sold under the Offering, including the Over-allotment Option, at an exercise price of $0.20 per Agent's Unit. The Agent's Unit is comprised of one Common Share and one Common Share purchase warrant (the "Agent's Warrant"). Each Agent's Warrant shall entitle the holder to purchase one additional Common Share at a price of $0.26 for a period of 24 months from issuance of the Agent's Unit.
The Corporation has paid Canaccord Adams a non-refundable Work Fee of $5,000 and at closing, will pay Canaccord Adams a Corporate Finance Fee consisting of 200,000 Agent's Units.
Proceeds from the Offering will be used for general exploration expenditures on the Corporation’s 100% owned Mine Centre mining claims in Northwestern Ontario and for general working capital. The funds raised from the issuance of the FT Units will be used for general exploration expenditures which will constitute Canadian exploration expenses (as defined in the Income Tax Act) and renounced for the 2006 taxation year.
The Offering is subject to the approval of the TSX Venture Exchange.
For more information, please contact: Eric A. Gavin, Chief Financial Officer at (928) 779-0166
This release may contain forward looking statements implying an assessment that the resources described can be produced profitably in the future. These statements are based on current expectations that involve a number of risks and uncertainties, which could cause actual results to differ from those anticipated.
The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this release.
