 |
$1,881,800 Financing With Canaccord Adams |
Q-Gold Resources LTD. Announces Completion Of $1,881,800 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
May 1, 2006
Q-Gold Resources Ltd. (“Q-Gold” or the “Corporation”), is pleased to announce that it has completed its previously announced financing with Canaccord Adams (“Canaccord Adams” or the “Agent”) for aggregate gross proceeds of $1,881,800 (the “Financing”).
The Financing consisted of the issuance of:
- 4,170,000 Flow-through Units (“FT Units”) sold via a Short Form Offering Document (“SFOD”) for gross proceeds of $1,000,800;
- 2,500,000 Non-Flow-through Units (“NFT Units”) of the Corporation sold via a Private Placement for gross proceeds of $500,000; and
- 1,905,000 NFT Units through the exercise of the Over-Allotment Option by the Agent for additional gross proceeds of $381,000.
Each FT Unit was priced at $0.24 and consisted 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 will entitle the holder to purchase one Common Share at a price of $0.30 for a period of 24 months from issuance. 1,900,004 of the FT Units are subject to a four month hold period from the date of closing.
Each NFT Unit was priced at $0.20 and consisted 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. All securities issued pursuant to the Private Placement are subject to a four month hold period from the date of closing.
As compensation for the Financing, Canaccord Adams received an 8% cash commission on all gross proceeds raised in connection with the Financing and an Agent’s Option allowing it to purchase Agent’s units (the “Agent’s SFOD Unit”) equal to 10% of the number of FT Units sold and Agent’s Units (the “Agent’s PP Units”) equal to 10% of the number of NFT Units sold under the Financing at an exercise price of $0.20 per Agent's SFOD Unit and Agent’s PP Unit. The Agent's SFOD Unit is comprised of one Common Share and one Common Share purchase warrant (the "Agent's SFOD Warrant"). Each Agent's SFOD Warrant entitles the holder to purchase one additional Common Share at a price of $0.30 for a period of 24 months from issuance of the Agent's SFOD Unit. The Agent's PP Unit is comprised of one Common Share and one Common Share purchase warrant (the "Agent's PP Warrant"). Each Agent's PP Warrant entitles 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 PP Unit.
The Agent also received a Corporate Finance Fee consisting of 200,000 Agent's PP Units.
Proceeds from the Financing will be used for general exploration expenditures on the Corporation’s 100% owned Mine Centre mining claims, Crown Leases and patented 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 by Q-Gold for the 2006 taxation year.
After completion the Financing, the Corporation has 23,056,489 common shares issued and outstanding.
For more information, please contact: J. Bruce Carruthers, President and Chief Executive 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.
