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Q-Gold Resources Ltd. ("QGold" or the "Company") (TSXV: QGR,OTC:QGLDF • OTCQB: QGLDF • Börse Frankfurt: QX9G) is pleased to announce that, further to its news release dated June 16, 2026, it has filed, and obtained a receipt for, a final short form base shelf prospectus (the "Final Shelf Prospectus") with the securities commissions in each of the provinces and territories of Canada.
The filing of the Final Shelf Prospectus is intended to provide the Company with financing flexibility. The Final Shelf Prospectus, subject to securities regulatory requirements, will allow the Company to qualify the distribution of up to C$80,000,000 of common shares, preferred shares, debt securities, subscription receipts, warrants, units, or any combination thereof (collectively, the "Securities"), from time to time over the 25-month period that the Final Shelf Prospectus remains effective. The Securities may be offered separately or together, in amounts, at prices and on terms to be determined based on market conditions at the time of sale, including through underwriters, dealers or agents, directly to purchasers, or by way of "at-the-market distributions" (as defined in National Instrument 44-102 – Shelf Distributions) made directly on the TSX Venture Exchange or other existing trading markets for the common shares. The specific terms of any future offering of Securities (if any) will be set forth in a shelf prospectus supplement (a "Prospectus Supplement"), which will be filed with the applicable Canadian securities regulatory authorities in connection with any such offering.
The Securities have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws.
Each Prospectus Supplement will contain specific information concerning, among other matters, the Securities to be issued and the use of proceeds from any such issuance. There is no certainty that any Securities will be offered or sold under the Final Shelf Prospectus and any Prospectus Supplement within the 25-month period that it is effective. A copy of the Final Shelf Prospectus, and copies of any Prospectus Supplements that may be filed in the future, can be found under the Company's SEDAR+ profile at www.sedarplus.ca.
About Q-Gold Resources Ltd.
Q-Gold Resources Ltd. is a Canadian gold development and exploration company focused on advancing high-quality gold assets in North America. The Company's primary assets are the Quartz Mountain Gold Project in Oregon, USA, and the Mine Centre Gold Project in Ontario, Canada.
The Company remains focused on disciplined project advancement, responsible resource development, and long-term shareholder value creation through the development and exploration of high-quality North American gold assets.
For further information, contact:
Peter Tagliamonte
Chairman & Chief Executive Officer Cell: +1 (416) 564-2880
Q-Gold Resources Ltd.
info@qgoldresources.com | www.qgoldresources.com
Cautionary Statements
This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction.
Forward-Looking Information – Certain information set forth in this news release may contain forward-looking statements that constitute "forward-looking information" under applicable securities laws, which involves substantial known and unknown risks and uncertainties. Forward-looking information in this press release includes, but is not limited to, statements relating to the amount and type of Securities that may be available for distribution under the Final Shelf Prospectus; any future decision of the Company to file one or more Prospectus Supplements to the Final Shelf Prospectus and to issue Securities thereunder, and the respective terms thereof, if any; the use of proceeds of any future financings conducted by the Company; the implementation of the Company's business strategy; receipt of regulatory approvals; and availability of financing on terms acceptable to the Company or at all.
These forward-looking statements are subject to numerous risks and uncertainties, certain of which are beyond the control of the Company, including with respect to the receipt of all applicable regulatory approvals for any future issuances of Securities under the Final Shelf Prospectus; and availability of financing and regulatory approvals. Forward-looking statements are based on management's current expectations, assumptions, and beliefs and are subject to known and unknown risks, uncertainties, and other factors that may cause actual results or events to differ materially from those expressed or implied by such statements. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Readers are cautioned that the assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, they should not place undue reliance on forward-looking information. The Company undertakes no obligation to update or revise any forward-looking statements except as required by applicable securities laws.
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.
