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Flow-Through Financing Agreement |
Q-GOLD ANNOUNCES FLOW-THROUGH FINANCING WITH THE MINERALFIELDS GROUP
SEC 12g 3-2(b) Exemption # 82-4931
Fort Frances, Ontario, June 26, 2009
Q-Gold Resources Ltd. (TSX VENTURE:QAU) (FRANKFURT:QX9) (http://www.qgoldresources.com) is pleased to announce that it intends to complete a non-brokered flow-through private placement for aggregate gross proceeds of up to $1,000,000 (the "Offering"). Toronto-based mining fund, the MineralFields Group ("MineralFields"), has agreed to subscribe for a minimum of $400,000 of the Offering.
The Offering will consist of the issuance of up to 25,000,000 units (the "Units") in the capital of Q-Gold at a price of $0.04 per Unit. Each Unit consists of one common share issued on a "flow-through" basis (the “Flow-Through Share") and one-half of one common share purchase warrant (the "Warrant"). Each whole Warrant will entitle the holder to acquire one additional non-flow-through common share at an exercise price of $0.06 for a period of 12 months from issuance and $0.10 thereafter within 24 months of issuance.
Pursuant to the Offering, the Corporation has agreed to pay Limited Market Dealer Inc. ("LMDI") a cash finder's fee equivalent to 5% of the MineralFields portion and finder’s fee warrants ("Finder's Warrants") equal to 10% of the number of Units purchased under the MineralFields portion of the Offering. Each Finder’s Warrant entitles the holder to acquire one unit (a “Finder’s Unit”) at an exercise price of $0.04 for a period of 24 months from issuance. The Finder’s Units issuable upon exercise of the Finder's Warrants will be comprised of one common share and one-half of one Warrant.
All securities issued in connection with the Offering will be subject to a four month restriction from resale as stipulated under applicable securities legislation and the Exchange. It is contemplated that the Flow-Through Shares will entitle the holders to a 100% CEE tax deduction as set forth under the Income Tax Act (Canada).
Closing of the Offering is subject to all regulatory approvals, including those of the Exchange.
Proceeds from the Offering will be used by Q-Gold for continued gold exploration on the Corporation’s 30,000+ acres of patents, Crown leases and Crown mining claims in the historic (1890’s) gold camp at Mine Centre, Ontario.
About MineralFields, Pathway and First Canadian Securities ®
MineralFields Group (a division of Pathway Asset Management), based in Toronto and Vancouver, is a mining fund with significant assets under administration that offers its tax-advantaged super flow-through limited partnerships to investors throughout Canada as well as hard-dollar resource limited partnerships to investors throughout the world. Pathway Asset Management also specializes in the manufacturing and distribution of structured products and mutual funds (including the Pathway Multi Series Funds Inc. corporate-class mutual fund series). Information about MineralFields Group is available at www.mineralfields.com. First Canadian Securities ® is active in leading resource financings (both flow-through and hard dollar PIPE financings) on competitive, effective and service-friendly terms, and offers investment banking, mergers and acquisitions, and mining industry consulting, services to resource companies. MineralFields and Pathway have financed several hundred mining and oil and gas exploration companies to date through First Canadian Securities ®.
About Q-Gold Resources Ltd.
Q-Gold is a Canadian-based mineral exploration company currently exploring for precious metals on its 30,000+ acres of Ontario holdings in the historic Gold Camp at Mine Centre, including 5 historic gold mines. It also has options on 4,796 exploratory acres in Ontario’s Rainy River Greenstone Belt. In addition, the Corporation holds options on seven historic gold and silver mines near Crown King, Arizona and two prospective copper porphyries and one copper / zinc prospect in Arizona.
For all future Q-Gold investor relations needs, investors are asked to visit the Q-Gold IR Hub at http://www.agoracom.com/IR/Q-Gold where they can post questions and receive answers within the same day, or simply review questions and answers posted by other investors. Alternatively, investors are able to email all questions and correspondence to QAU@agoracom.com where they can also request addition to the investor email list to receive all future press releases and updates in real time.
The statements made in this Press Release may contain forward-looking statements that may involve a number of risks and uncertainties. Actual events or results could differ materially form the Company’s expectations and projections. 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.
