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Updates Financing With Canaccord Adams |
Q-Gold Resources LTD. Updates 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
April 10, 2006
Q-Gold Resources Ltd. (“Q-Gold” or the “Corporation”) would advise that its filing with the TSX Venture Exchange (the “Exchange”) of a proposed financing of up to $1,500,800 (the "Offering") with Canaccord Adams has been slightly delayed.
The Corporation's delay in filing the requisite forms with the Exchange was as a result of Q-Gold’s preparing an extensive update to its NI 43-101 Report on over 19,000 acres of prospective gold and base metal mining claims and leases in the historic Mine Centre Gold Camp of Northwestern Ontario.
The Offering, as previously announced by the Corporation in a press release dated March 15, 2006, 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 private placement units of the Corporation (“PP 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 PP 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 "NFT Warrant"). Each whole NFT 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 PP Units at a price of $0.20 per PP Unit. Each PP Unit consists of one Common Share and one transferable Common Share purchase warrant (the "PP Warrant"). The PP 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 PP 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.
Proceeds from the Offering will be used for general exploration expenditures on the Corporation’s 100% owned Mine Centre mining claims and leases 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 Corporation anticipates that the financing documents will be filed shortly with the Exchange.
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.
