CLOSING OF 1ST TRANCHE OF PRIVATE PLACEMENT
SEC 12g 3-2(b) Exemption # 82-4931
Fort Frances, Ontario, January 8, 2010
Q-Gold Resources Ltd. (“Q-Gold” or the “Corporation”) (TSX VENTURE: QGR) (http://www.qgoldresources.com) is pleased to announce that on December 31, 2009, it completed the first tranche of a non-brokered private placement (the "Offering") for gross proceeds of $272,000.
Pursuant to the Offering the Corporation has issued 1,360,000 flow-through units in the capital of Q-Gold at a price of $0.20 each (the “Flow-Through Units”). Each Flow-Through Unit consists of one common share issued on a "flow-through" basis (the “Flow-Through Share") and one-half of one common share purchase warrant (the "FT Warrant"). Each whole FT Warrant will entitle the holder to acquire one additional non-flow-through common share at an exercise price of $0.35 for a period of 24 months from issuance.
The Corporation also announced that it intends on closing the non-flow-through portion of the Offering before the end of the month. The non-flow-through portion of the Offering consists of the sale of up to one million units in the capital of Q-Gold at a price of $0.175 each (the “Units”). Each Unit will consist of one common share and one-half of one common share purchase warrant (the “Warrant”). Each whole Warrant will entitle the holder to acquire one additional common share at an exercise price of $0.30 for a period of 24 months from issuance.
Pursuant to the Offering, the Corporation paid finder's fees of $5,280 and $1,000 to Jennings Capital Inc. and Northern Securities Inc., and issued them 33,000 and 6,250 finder’s fee warrants (“Finder’s Warrants”), respectively. Each Finder’s Warrant entitles the holder to acquire one Unit (a “Finder’s Unit”) at an exercise price of $0.20 for a period of 24 months from issuance. The Finder’s Unit issuable upon exercise of the Finder’s Warrant is composed of one common share and one-half of one Warrant. Also, the Corporation paid additional cash finder’s fees of $15,480 and issued 19,350 Finder’s Warrants to other parties in connection with the closing of the first tranche.
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 TSX Venture Exchange (the “Exchange”).
Closing of the Offering is subject to all regulatory approvals, including those of the Exchange.
Proceeds from the first tranche of the Offering will be used by Q-Gold for continued gold exploration on the Corporation’s properties in the historic (1890’s) gold camp at Mine Centre, Ontario.
