FORT FRANCES, ONTARIO-(June 26, 2008) - Q-Gold Resources Ltd. (TSX VENTURE:QAU) (FRANKFURT:QX9) ("Q-Gold" or the "Corporation") is pleased to announce that it has reached an agreement to complete a non-brokered private placement of up to $600,000 of units of the corporation (the "Offering").
The Offering will consist of up to:
(1) 5,000,000 flow-through Units (the "FT Units") for aggregate gross proceeds of up to $400,000; and
(2) 3,333,334 non-flow-through Units of the Corporation (the "NFT Units") for aggregate gross proceeds of up to $200,000.
The Offering will consist of the issuance of up to 5,000,000 FT Units at a price of $0.08 per FT Unit, each FT Unit being comprised of one common share of the Corporation (a "Common Share") issued on a "flow-through basis" pursuant to the Income Tax Act (Canada) and one-half of one transferable Common Share purchase warrant (an "FT Warrant"). Each whole FT Warrant shall entitle the holder thereof to purchase one Common Share at a price of $0.12 for a period of 24 months from the date of issuance of the FT Unit.
The Offering will also consist of the issuance of up to 3,333,334 NFT Units at a price of $0.06 per NFT Unit, each NFT Unit being comprised of one Common Share and one-half of one transferable Common Share purchase warrant (an "NFT Warrant"). Each whole NFT Warrant entitles the holder thereof to purchase one additional Common Share of the Corporation at a price of $0.10 for a period of 24 months from the date of issuance of the NFT Unit. All securities issued pursuant to the Offering will be subject to a hold period of four months and one day from the date of closing.
Finders participating in the Offering, will receive an 8% cash finder's fee on the gross proceeds of the Offering. They will also receive a Finders' Option allowing them to purchase Finders' Units (the "Finders' FT Units" and "Finders' NFT Units") equal to 10% of the FT Units and NFT Units subscribed for under the Offering.
Each Finders' FT Unit is exercisable at $0.08 per unit and is comprised of one Common Share and one-half of one Common Share purchase warrant, which is exercisable under the same terms as the FT Warrant.
Each Finders' NFT Unit is exercisable at $0.06 per unit and is comprised of one Common Share and one-half of one Common Share purchase warrant, which is exercisable under the same terms as the NFT Warrant.
Proceeds received by the Corporation from the FT Units will be used for the dewatering and rehabilitation of the 100%-owned historic Foley gold mine (see Press Release dated June 18, 2008) near Mine Centre, Ontario and for general exploration on the company's other mining claims and patents in Northwestern Ontario. Proceeds from the NFT Units will be used for exploration of Q-Gold's other mining claims and patents in Arizona and for general working capital purposes. All the funds raised from the issuance of the FT Units will be used for exploration activities in Canada and will constitute Canadian exploration expenses (as defined in the Income Tax Act). These expenses will be renounced by Q-Gold for the 2008 taxation year.
The completion of the Offering is conditional upon the Corporation receiving all requisite regulatory approvals, including that of the TSX Venture Exchange.
About Q-Gold Resources Ltd.
Q-Gold is a Canadian-based mineral exploration company currently exploring for precious and base metals and platinum group elements on its extensive Ontario holdings in the historic Gold Camp at Mine Centre of 32,585 acres, including 5 historic gold mines, and 4,796 exploratory acres in the Rainy River Greenstone Belt. The Corporation also holds an option on six historic gold and silver mines near Crown King, Arizona and options on 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.
The TSX Venture Exchange has not reviewed this press release and neither approved nor disapproved the information contained in this press release.
CONTACT INFORMATION:
Q-Gold Resources Ltd.
J. Bruce Carruthers II
President
1-888-779-0166
Website: www.qgoldresources.com
or
Investor Relations
AGORACOM Investor Relations
Email: QAU@agoracom.com
Website: www.agoracom.com/IR/Q-Gold
