Updated Private Placement Terms


Vancouver, British Columbia, July 4, 2014– Q-Gold Resources Ltd. (the "Company") (TSX VENTURE: QGR) (http://www.qgoldresources.com) announced that it non-brokered private placement (see press release of June 11, 2014).  The Company now intends to complete a non-brokered private placement for gross proceeds of up to $1,350,000 (the "Offering"), consisting of 45,000,000 Units (each a “Unit”) at a price of $0.03 per Unit.  Each Unit will consist of one common share and one common share purchase warrant (the "Warrant"), entitling the holder to acquire one additional common share at an exercise price of $0.05 for a period of 18 months from issuance, subject to the Company's acceleration right.  In the event that the closing price (or closing bid, if no sales were reported on a trading day) of the Company's common shares as quoted on the TSX Venture Exchange (the "Exchange") or such other securities exchange, quotation system or market on which the common shares are listed and where a majority of the trading volume of the common shares occurs) exceeds $0.07 per share for a price of twenty consecutive trading days, the Company may, within five days of such event, provide notice by way of news release of early expiry, in which event the Warrants will expire ten days from the date of such news release.

At the annual general and special meeting of the shareholders, held on June 20, 2014, the Company received approval to consolidate its common shares on the basis of one "new" common share for up to every five "old" common shares. The shares comprising any Units issued under the Offering will be consolidated on the same basis and that the exercise price of such Warrants comprising such Units will be adjusted accordingly. 

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. 

A finder's fee may be payable in relation to the proposed private placement in line with the policies of the Exchange.

The Offering is subject to Exchange approval.

Proceeds from the Offering will be used by Q-Gold for continued exploration in the Company’s historic (19th Century) gold and silver camps at Mine Centre, Ontario, and Crown King, Arizona, to identify and analyze any potential opportunities for the Company, and for general corporate purposes.

About Q-Gold Resources Ltd.
Q-Gold is a publicly traded Canadian-based mineral exploration company currently exploring for precious and base metals on its Ontario and Arizona prospects.

Contact Information: 
J. Bruce Carruthers II, Chairman at 1-928-779-0166 or info@qgoldresources.com
Website: http://www.qgoldresources.com

Forward-looking statements:
Certain statements in this release are forward-looking statements, including with respect to the proposed private placement offering, and the consolidation of the Company's common shares. Forward-looking statements consist of statements that are not purely historical, including any statements regarding beliefs, plans, expectations or intentions regarding the future. Such statements are subject to risks and uncertainties that may cause actual results, performance or developments to differ materially from those contained in the statements. No assurance can be given that any of the events anticipated by the forward-looking statements will occur or, if they do occur, what benefits the Company will obtain from them.  These forward-looking statements reflect management's current views and are based on certain expectations, estimates and assumptions which may prove to be incorrect. A number of risks and uncertainties could cause our actual results to differ materially from those expressed or implied by the forward-looking statements, as well as other factors beyond the Company's control.

These forward-looking statements are made as of the date of this news release.

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.

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