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Q-Gold Resources Ltd. ("QGold" or the "Company") announces that it has satisfied its first annual milestone payment obligation (the "First Milestone Payment") to Alamos Gold Inc. ("Alamos") under the Share Exchange Agreement dated March 31, 2025, as amended (the "SEA"), relating to the acquisition of the Quartz Mountain Gold Project (the "Transaction").
The First Milestone Payment was satisfied through the issuance of 22,859,861 common shares of the Company (the "Payment Shares"), in accordance with the terms of the SEA and Alamos' election to receive the payment in common shares.
The Payment Shares were issued at a deemed price of C$0.1937 per share, based on the ten-day volume-weighted average trading price of the Company's common shares on the TSX Venture Exchange immediately preceding the issuance date, representing an aggregate value of approximately C$4,427,955 (US$3,150,000). Alamos now holds an aggregate of 36,784,563 common shares of the Company or 16.96% ownership of the outstanding common shares of the Company.
Management Commentary
"We are pleased with Alamos' continued support of QGold and the Quartz Mountain Gold Project. Their ongoing participation as a shareholder reflects our continued relationship as we advance this significant gold development opportunity in Oregon. Our focus remains on executing a disciplined and systematic development strategy, advancing the technical, engineering and permitting programs necessary to move Quartz Mountain toward production, while creating sustainable, long-term value for our shareholders," said Peter Tagliamonte, P.Eng., MBA, Chairman and Chief Executive Officer.
The Payment Shares are subject to a four-month statutory hold period expiring on February 23, 2027, and were issued within the share issuance limits established under the SEA.
QGold continues to advance the Quartz Mountain Gold Project in south-central Oregon and will provide further updates on project development activities and future milestone obligations under the SEA, as appropriate.
EARLY WARNING REPORT BY ALAMOS GOLD INC.
An early warning report in respect of the Payment Shares will be filed in accordance with applicable securities laws and will be available on QGold's SEDAR+ profile at www.sedarplus.ca. To obtain a copy of the early warning report, once filed, please contact Alamos at: 141 Bay Street, Suite 4800, CIBC Square, Toronto, Ontario, M5J 0G3, Attention: Scott K. Parsons, 416-368-9932 x 5439.
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 flagship asset is the Quartz Mountain Gold Project in Oregon, USA, a large-scale gold development project with attractive preliminary economics, significant exploration potential and opportunities for future resource growth.
QGold is committed to disciplined project advancement, responsible resource development and the creation of long-term shareholder value through the development and exploration of its North American gold assets.
For Further Information
Peter Tagliamonte, P.Eng., MBA
Chairman and Chief Executive Officer
Q-Gold Resources Ltd.
Cell: +1 (416) 564-2880
Email: info@qgoldresources.com
Website: www.qgoldresources.com
Cautionary Statements
This press release contains forward-looking statements, including, but not limited to, statements regarding the Company's North American gold projects, particularly its plans to advance the Quartz Mountain Gold Project and create value for shareholders. 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, including but not limited to: receipt of necessary approvals; general business, economic, competitive, political and social uncertainties; future mineral prices and market demand; accidents, labour disputes and shortages; and other risks of the mining industry. 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 and actual results and future events may differ materially from those anticipated in such statements. Readers are cautioned not to place undue reliance on forward-looking statements. 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.
