Q-GOLD Announces Closing of Non-Brokered Private Placement and Provides Corporate Update
Q-GOLD RESOURCES LTD.
c/o Mineral Creek Resources Inc.
809 W. Riordan Road, Suite 100-391
Flagstaff, Arizona 86001
Ph: (928) 600-4977/ Fax: 268-3445
www.QGoldResources.com
Q-GOLD ANNOUNCES CLOSING OF NON-BROKERED PRIVATE PLACEMENT
AND PROVIDES CORPORATE UPDATE
NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN
THE UNITED STATES
Vancouver, British Columbia , July 5, 2018 – Q-Gold Resources Ltd. (the "Compa ny") (TSX VENTURE:
QGR) (http://www.qgoldresources.com) is pleased to announce that subject to receiving final
regulatory approvals it has closed its previously announced non-brokered private placement financing
for gross proceeds of $ 1,000,000 (the "Offering"). The Offering consists of: (i) 7,500,000 Units (each a
“Unit”) at a price of $0. 10 per Unit; and (ii) 2,500,000 Flow -Through Units (each a “FT Unit”) at a price
of $0.10 per FT Unit. Each Unit consists of one common share of the Company and one common share
purchase warrant (the "Warrant"), entitling the holder to acquire one additional common share at an
exercise price of $0.15 for a period of 24 months from issuance. Each FT Unit consists of one common
share issued on a “Flow-Through basis”, and one Warrant.
All securities issued in connection with the Offering are subject to a four-month restriction from resale
as stipulated under applicable securities legislation and the TSX Venture Exchange. The Company paid
finder fees of $7,200 related to t he Offering . It is contemplated that the Flow -Through Shares will
entitle the holders to a 100% CEE tax deduction as set forth under the Income Tax Act (Canada).
Proceeds from the Offering will be used by the Company for continued exploration in the Comp any’s
historic (19th Century) gold and silver camps at Mine Centre, Ontario and Crown King, Arizona, and for
general corporate purposes.
The Company also announces the appointment of Mr. Fred Leigh as the Chief Executive Officer and a
Director of the Comp any. Mr Leigh has been involved in the junior resource sector for more than 30
years and has had a significant role as founder, director and/or investor in many public companies.
The appointment of Mr. Leigh follows the resignation of J. Bruce Carruthers as Chief Executive Officer
and a Director of the Company. Mr. Carruthers will remain the president of the Company’s Arizona
subsidiary, Mineral Creek Resources Inc.
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About Q-Gold Resources Ltd.
Q-Gold is a publicly traded Canadian -based mineral ex ploration company currently exploring for
precious and base metals on its Ontario and Arizona prospects.
Contact Information:
J. Bruce Carruthers II, Chairman at [email protected],
Website: http://www.qgoldresources.com
Forward-looking statements:
Certain statements in this release are forward -looking statements, including with respect to the Offering and the use of proceeds of the
Offering. Forward -looking statements consist of statements that are not purely historical, including any statements regarding beliefs,
plans, expectations or intentions regarding the future. Such statements are subject to risks and uncertainties that may cause actual
results, performance or developments to differ materially from those contained in the statements. No assurance can be given that any o f
the events anticipated by the forward-looking statements will occur or, if they do occur, what benefits the Company will obtain from them.
In particular, the company cautions that the completion of the proposed acquisitions cannot be predicted with certainty, and that there
can be no assurance at this time that the proposed acquisitions will be completed in the manner noted above o r at all. These forward -
looking statements reflect management's current views and are based on certain expectations, estimates and assumptions which may
prove to be incorrect. A number of risks and uncertainties could cause our actual results to differ ma terially from those expressed or
implied by the forward -looking statements, as well as other factors beyond the Company's control. The Company does not undertake to
update any forward looking information, except in accordance with applicable securities laws.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities
in the United States. The securities have not been and will not be registered under the United States
Securities Act of 1933, as amend ed (the “U.S. Securities Act”), or any state securities laws and may not be
offered or sold within the United States or to, or for the account or benefit of U.S. persons (as defined in
Regulation S under the 1933 Act) absent such registration or an applica ble exemption from such registration
requirements
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.