Q2 Metals Announces $60 Million Private Placement
Q2 METALS ANNOUNCES $60 MILLION PRIVATE PLACEMENT
Not for distribution to United States newswire services or for dissemination in
the United States
Vancouver, British Columbia, April 29, 2026 – Q2 Metals Corp. (TSX.V: QTWO | OTCQB: QUEXF
| FSE: 458) (“ Q2” or the “ Company”) is pleased to announce that it has entered into an
agreement with Canaccord Genuity Corp. on behalf of a syndicate of underwriters (collectively,
the “Underwriters“), pursuant to which the Underwriters have agreed to purchase, on a bought-
deal private placement basis, (i) 16,327,000 common shares of the Company (the “ Common
Shares”) at a price of $2.45 per Common Share (“ Common Share Offering Price”) for aggregate
gross proceeds of $40,001,150; and (ii) 5,556,000 common shares of the Company that will
qualify as a “flow-through share” within the meaning of subsection 66(15) of the Income Tax Act
(Canada) (the “ Tax Act ”) (the “ FT Shares ”) at a price of $3.60 per Flow -Through Share for
aggregate gross proceeds of $20,001,600 (collectively the “Offering”).
The Company shall grant the Underwriters an option to purchase up to an additional 4,082,000
Common Shares at the Common Share Offering Price for additional gross proceeds of up to
$10,000,900 exercisable at any time up to 48 hours prior to the closing of the Offering (the
“Underwriters’ Option“).
The Company will use an amount equal to the gross proceeds received by the Company from the
sale of the FT Shares, pursuant to the provisions in the Income Tax Act (Canada) (the “Tax Act”),
to incur (or be deemed to incur) eligible “Canadian exploration expenses” that qualify as “flow -
through critical mineral mining expenditures” (as both terms are defined in the Tax Act) (the
“Qualifying Expenditures”) related to the Company’s projects in Québec, on or before December
31, 2027, and to renounce all the Qualifying Expenditures in favour of the subscribers of the FT
Shares effective December 31, 2026. In the event the Company is unable to renounce Qualifying
Expenditures effective on or prior to December 31, 2026 to the subscribers for the FT Shares
purchased in an aggregate amount not less than the gross proceeds raised from the issue of the
FT Shares and/or the Qualifying Expenditures are otherwise reduced by the Canada Revenue
Agency, the Company will indemnify each FT Share subscriber for any additional taxes payable
by such subscriber as a result of the Company’s failure to renounce the Qualifying Expenditures
or as a result of the reduction, as agreed.
The net proceeds received from the sale of the Common Shares will be used in advancing the
development of the Company’s Cisco Lithium Project, as well as for working capital and general
corporate purposes.
TSX.V: QTWO
OTCQB: QUEXF
FSE: 458
The Offering is expected to close on or about May 26, 2026, or such other date as the Company
and Canaccord Genuity may agree and is subject to certain conditions including, but not limited
to, the receipt of all necessary regulatory and other approvals including the conditional approval
of the TSX Venture Exchange.
The Common Shares and FT Shares will be offered by way of private placement pursuant to
applicable exemptions from prospectus requirements in each of the provinces of Canada and in
the United States pursuant to an exemption from the registration requirements of the United
States Securities Act of 1933, as amended, (the “1933 Act”) and in such other jurisdictions outside
of Canada and the United States provided it is understood that no prospectus filing or comparable
obligation arises in such other jurisdiction.
This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall
there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or
sale would be unlawful, including any of the securitie s in the United States of America. The
securities have not been and will not be registered under the 1933 Act or any state securities
laws and may not be offered or sold within the United States or to, or for account or benefit of,
U.S. persons unless regi stered under the 1933 Act and applicable state securities laws, or an
exemption from such registration requirements is available. “United States” and “U.S. person”
have the meaning ascribed to them in Regulation S under the 1933 Act.
ABOUT Q2 METALS CORP.
Q2 Metals is a Canadian mineral exploration company focused on the Cisco Lithium Project,
located within the greater Nemaska traditional territory of the Eeyou Istchee, James Bay region
of Quebec, Canada. The Cisco deposit is 6.5 km from the Billy Diamond Highway, which leads to
rail facilities in the Town of Matagami, ~150 km to the south.
The Inferred Mineral Resource Estimate (“MRE”) on the Cisco Lithium Project defines a pit
constrained 270 Mt at 1.36% Li2O at a cut-off grade of 0.4% Li2O with an additional underground
constrained MRE of 24 Mt at 1.34 Li 2O at a cut -off grade of 0.7% Li 2O, for a total combined
inferred mineral resource of 295 Mt at 1.36% Li 2O. The deposit remains open along strike, with
multiple additional high potential targets identified across the broader 41,253 ha project area.
FOR FURTHER INFORMATION, PLEASE CONTACT:
Alicia Milne Jason McBride Chris Ackerman
President & CEO Investor Relations Manager Corporate Development
[email protected] [email protected] [email protected]
Telephone: 1 (800) 482-7560
E-mail: [email protected]
WWW.Q2Metals.com
Follow the Company: Twitter, LinkedIn, Facebook, and Instagram
Forward-Looking Statements
This news release contains forward -looking statements and forward -looking information (collectively, “forward-
looking statements”) within the meaning of applicable Canadian legislation. Forward- looking statements are
typically identified by words such as: “believes”, “expects”, “anticipates”, “intends”, “estimates”, “plans”, “may”,
“should”, “would”, “will”, “potential”, “scheduled” or variations of such words and phrases and similar expressions,
which, by their nature, refer to future events or results that may, could, would, might or will occur or be taken or
achieved. Accordingly, all statements in this news release that are not purely historical are forward- looking
statements and include statements regarding beliefs, plans, expectations and orientations regarding the future
performance and actual results or developments may differ materially from those in the forward-looking statements.
Forward-looking statements are based on a number of material factors and assumptions.
Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual
results to differ materially from those anticipated in such forward- looking statements. The forward- looking
statements in this news release speak only as of the date of this news release or as of the date specified in such
statement. Forward looking statements in this news release include, but are not limited to, statements with respect
to closing of the Offering, use of proceeds of the Offering, tax treatment of the FT Shares, the Company’s drill
programs and the advancing of the Cisco Lithium Project. Factors that could cause actual results to differ materially
from those in forward -looking statements include failure to obtain necessary approvals, variations in ore grade or
recovery rates, changes in project parameters as plans continue to be refined, unsuccessful exploration results,
changes in project parameters as plans continue to be refined, results of future resource estimates, future metal
prices, availability of capital and financing on acceptable terms, reallocation of proposed use of funds, general
economic, market or business conditions, risks associated with regulatory changes, defects in title, availability of
personnel, materials and equipment on a timely basis, accidents or equipment breakdowns, uninsured risks, delays
in receiving government approvals, unanticipated environmental impacts on operations and costs to remedy same.
Readers are cautioned that mineral exploration and development of mines is an inherently risky business and
accordingly, the actual events may differ materially from those projected in the forward- looking statements.
Additional risk factors are discussed in the section entitled “Risk Factors” in the Company’s Management Discussion
and Analysis for its recently completed fiscal period, which is available under Company’s SEDAR profile
at www.sedarplus.ca .
Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking
statements prove incorrect, actual results may vary materially from those described herein as intended, planned,
anticipated, believed, estimated or expected. Although the Company has attempted to identify important risks,
uncertainties and factors which could cause actual results to differ materially, there may be others that cause results
not to be as anticipated, estimated or intended. The Company does not intend, and does not assume any obligation,
to update this forward-looking information except as otherwise required by applicable law.
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.