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Q2 Metals Corp. (TSX.V: QTWO | OTCQB: QUEXF | FSE: 458) (" Q2 " or the " Company ") is pleased to announce that the Company has closed its previously announced upsized private placement of 26,000,000 common shares of the Company that qualify as "flow-through shares" (within the meaning of subsection 66(15) of the Tax Act (as defined below))(the " FT Shares ") at a price of $1.00 per FT Share (the " Offering Price ") for total gross proceeds of $26,000,000 (the " Offering "), which includes the full exercise of the Agent's option for gross proceeds of $5,000,000.
The Offering was conducted on best efforts private placement basis pursuant to an agency agreement dated August 14, 2025 between Canaccord Genuity Corp., as sole agent and bookrunner (the " Agent "), and the Company. The Offering consisted of the sale of 25,000,000 FT Shares (the " LIFE FT Shares ") sold pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106 – Prospectus Exemptions (" NI 45-106 ") as amended by Coordinated Blanket Order 45-935 – Exemptions from Certain Conditions of the Listed Issuer Financing Exemption (the " Listed Issuer Financing Exemption ") and 1,000,000 FT Shares (the " Non-LIFE FT Shares ") pursuant to prospectus exemptions under NI 45-106 other than the Listed Issuer Financing Exemption.
The Company will use an amount equal to the gross proceeds received by the Company from the sale of the FT Shares, pursuant to the provisions in the Income Tax Act (Canada) (the " Tax Act "), to incur (or be deemed to incur) eligible "Canadian exploration expenses" that qualify as "flow-through critical mineral mining expenditures" (as both terms are defined in the Tax Act) (the " Qualifying Expenditures ") related to the Company's mineral projects in Québec, on or before December 31, 2026, and to renounce all the Qualifying Expenditures in favour of the subscribers of the FT Shares effective on or before December 31, 2025.
As consideration for the Agent's services, the Agent received a cash commission of $1,300,000 and 1,300,000 non-transferable broker warrants (the " Broker Warrants ") with each Broker Warrant entitling the holder thereof to purchase one common share of the Company (a " Broker Share ") at a price of $0.90 per Broker Share for a period of three years from the closing date of the Offering.
The Offering remains subject to the final approval of the TSX Venture Exchange. The LIFE FT Shares are not subject to any hold period under applicable Canadian securities laws. The Non-LIFE FT Shares are subject to a hold period of four months and one day from the closing date of the Offering under applicable Canadian securities laws.
An offering document related to the Offering can be accessed under the Company's profile on SEDAR+ at www.sedarplus.ca and on the Company's website at www.q2metals.com.
This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including any of the securities in the United States of America. The securities have not been and will not be registered under the United States Securities Act of 1933 , as amended (the " 1933 Act ") or any state securities laws and may not be offered or sold within the United States or to, or for account or benefit of, U.S. persons unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is available. "United States" and "U.S. person" have the meaning ascribed to them in Regulation S under the 1933 Act.
ABOUT Q2 Metals Corp.
Q2 Metals is a Canadian mineral exploration company focused on the Cisco Lithium Project located within the greater Nemaska traditional territory of the Eeyou Istchee, James Bay, Quebec, Canada.
The Cisco Project is comprised of 801 claims, totaling 41,253 hectares, with the main mineralized zone just 6.5 km from the Billy Diamond Highway, which transects the Project. The Town of Matagami, rail head of the Canadian National Railway, is approximately 150 km to the south.
The Cisco Project has district-scale potential with an initial Exploration Target estimating a range of potential lithium mineralization and grade of 215 to 329 million tonnes at a grade ranging from 1.0 to 1.38% Li 2 O, based only on the first 40 holes drilled.
Drill testing continues with mineralization open at depth and along strike with potential for significant expansion at the Cisco Mineralized Zone. The 2025 Summer Program is ongoing, with rolling assay results anticipated into Q3 2025 as the Company works towards a maiden resource estimate.
FOR FURTHER INFORMATION, PLEASE CONTACT:
| Alicia Milne President & CEO Alicia@Q2metals.com | Jason McBride Investor Relations Manager Jason@Q2metals.com | Chris Ackerman Corporate Development Chris@Q2metals.com |
Telephone: 1 (800) 482-7560
E-mail: info@Q2metals.com
Follow the Company: Twitter , LinkedIn , Facebook , and Instagram
Forward-Looking Statements
This news release contains forward-looking statements and forward-looking information (collectively, "forward-looking statements") within the meaning of applicable Canadian legislation. Forward-looking statements are typically identified by words such as: "believes", "expects", "anticipates", "intends", "estimates", "plans", "may", "should", "would", "will", "potential", "scheduled" or variations of such words and phrases and similar expressions, which, by their nature, refer to future events or results that may, could, would, might or will occur or be taken or achieved. Accordingly, all statements in this news release that are not purely historical are forward-looking statements and include statements regarding beliefs, plans, expectations and orientations regarding the future including, without limitation, any statements or plans regard the geological prospects of the Company's properties and the future exploration endeavors of the Company. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the forward-looking statements. Forward-looking statements are based on a number of material factors and assumptions.
Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those anticipated in such forward-looking statements. The forward-looking statements in this news release speak only as of the date of this news release or as of the date specified in such statement. Forward looking statements in this news release include, but are not limited to, statements with respect to use of proceeds of the Offering, tax treatment of the FT Shares, the Company's proposed summer exploration and drill programs, drilling results on the Cisco Project and inferences made therefrom, the preparation of an exploration target on the Cisco Project, the potential scale of the Cisco Project, the focus of the Company's current and future exploration and drill programs, the scale, scope and location of future exploration and drilling activities. Factors that could cause actual results to differ materially from those in forward-looking statements include failure to obtain necessary approvals, variations in ore grade or recovery rates, changes in project parameters as plans continue to be refined, unsuccessful exploration results, changes in project parameters as plans continue to be refined, results of future resource estimates, future metal prices, availability of capital and financing on acceptable terms, reallocation of proposed use of funds, general economic, market or business conditions, risks associated with regulatory changes, defects in title, availability of personnel, materials and equipment on a timely basis, accidents or equipment breakdowns, uninsured risks, delays in receiving government approvals, unanticipated environmental impacts on operations and costs to remedy same. Readers are cautioned that mineral exploration and development of mines is an inherently risky business and accordingly, the actual events may differ materially from those projected in the forward-looking statements. Additional risk factors are discussed in the section entitled "Risk Factors" in the Company's Management Discussion and Analysis for its recently completed fiscal period, which is available under Company's SEDAR profile at www.sedarplus.ca .
Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although the Company has attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended. The Company does not intend, and does not assume any obligation, to update this forward-looking information except as otherwise required by applicable law.
"Neil McCallum, B.Sc., P.Geol., a registered permit holder with the Ordre des Géologues du Québec and Qualified Person as defined by NI 43-101 has reviewed and approved the technical information in this news release. Mr. McCallum is a director and the Vice President Exploration for Q2 Metals."
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.
