Q2 Metals Closes First Tranche of Private Placement
1
TSX-V: QTWO
OTCQB: QUEXF
FSE: 458
Q2 METALS CLOSES FIRST TRANCHE OF PRIVATE PLACEMENT
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE
UNITED STATES
Vancouver, British Columbia, August 2, 2024 – Q2 Metals Corp. (TSX.V: QTWO | OTCQB:
QUEXF | FSE: 458) (“Q2” or the “Company”) is pleased to announce that it has closed the first
tranche (the “First Tranche”) of the non-brokered private placement of units (the “Offering”)
of the Company as announced on July 10 and updated July 11, 2024. Under the First Tranche,
the Company has issued:
• 1,142,857 flow-through units at a price of $0.35 per unit (the “FT Units”) for total gross
proceeds of $400,000, representing an upsize of 142,857 FT Units, with each unit
consisting of one flow-through common share of Q2 (a “FT Share”) and one half of one
share purchase warrant (each whole warrant, a “Warrant”). Each Warrant will entitle
the holder to acquire one additional non-flow-through common share of Q2 at a price of
$0.50 per share for a period of two years; and
• 8,519,998 non-flow-through units at a price of $0.25 per unit (the “NFT Units”) with
each NFT Unit consisting of one non-flow-through common share of Q2 and one half of
one Warrant, for total gross proceeds of $2,130,000.
Gross proceeds from the issuance of the FT Units will be used to incur “Canadian exploration
expenses” that qualify as “flow-through critical mineral mining expenditures,” as such terms
are defined in the Income Tax Act (Canada) (the “Tax Act”), on Q2’s lithium projects in Quebec
that the Company will renounce to the subscribers pursuant to the Tax Act with an effective
date not later than December 31, 2024. Where applicable, gross proceeds from the sale of the
FT Units from purchasers in Québec will also qualify as “Canadian exploration expense” under
the Taxation Act (Québec) and qualify for inclusion in the “exploration base relating to certain
Québec exploration expenses” and the “exploration base relating to certain Québec surface
mining exploration expenses ,” under the Taxation Act (Québec). Proceeds from the sale of
the NFT Units will be used for general working capital.
The securities issued pursuant to this First Tranche are subject to a hold period expiring on
December 1, 2024 in accordance with applicable securities laws or the Exchange Hold Period
under the policies of the TSXV. Aggregate finders’ fees of $23,175 and 57,600 broker warrants
were paid to arm’s length finders in connection with the First Tranche closing of this non -
brokered private placement, with e ach such broker warrant bear ing the same terms as the
Warrants.
Closing of the charity flow -through unit (“CFT Unit”) portion of the Offering is subject to
certain customary conditions and is now expected to occur on or about August 8, 2024 (the
“Second Tranche”).
2
The Offering remains subject to receipt of acceptance by the TSX Venture Exchange (“TSXV”).
The Company may pay finders’ fees in accordance with the policies of the TSXV. All securities
issued with respect to the Offering will be subject to a hold period of four months and one
day in accordance with applicable securities laws or the Exchange Hold Period under the
policies of the TSXV.
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 issuable pursuant to the Offering have not been, and will not be, registered
under the U.S. Securities Act or any U.S. state securities laws, and may not be offered or sold
in the United States or to, or for the account or benefit of, U.S. persons, absent registration
or any applicable exemption from the registration requirements of the U.S. Securities Act and
applicable U.S. state securities laws.
About Q2 Metals Corp
Q2 Metals is a Canadian mineral exploration company focused on unlocking its portfolio of
lithium projects in the Eeyou Istchee James Bay region of Quebec, Canada, that includes both
its 100-per-cent-owned Mia Lithium Property and the Cisco Lithium Property.
The Cisco lithium property is located approximately 150 km north of Matagami, Que., and
comprises 222 mineral claims and is 11,374 ha in size. The property has district-scale potential
with an already identified mineralized zone and a discovery drill resul t of 115.4 metres of
1.40% lithium oxide (hole CS-23-05), cumulatively in five separate pegmatites.
The Company’s exploration advancement at its 8,668-hectare Mia lithium property is focused
on the more than 10 -kilometre-long Mia trend which is host to both the Mia 1 and Mia 2
lithium occurrences and 11 other mineralized zones along trend.
FOR FURTHER INFORMATION, PLEASE CONTACT:
Alicia Milne Jason McBride
President & CEO Corporate Communications
[email protected] [email protected]
Telephone: 1 (800) 482-7560 E-mail: [email protected]
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 th at 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
3
future including, without limitation, any statements or plans regard the geological prospects of the Company’s
properties and the future exploration endeavors of the Company. Although the Company believes the expectations
expressed in such forward -looking statements are based on reasonable assumptions, such statements are not
guarantees of future performance and actual results or developments may differ materially from those in the
forward-looking statements. Forward -looking statemen ts 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, the
Offering, the focus of the Company’s current and future exploration and drill programs, the scale, scope and
location of future exploration and drilling activities, the Company's expectations in connection with the projects
and exploration programs being met, the Company’s objectives, goals or future plans, statements, exploration
results, potential mineralization, the estimation o f mineral resources, exploration and mine development plans,
timing of the commencement of operations and estimates of market conditions. 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 fi nancing on acceptable terms, 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.