Q2 Metals Closes Second and Final Tranche of Private Placement
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TSX-V: QTWO
OTCQB: QUEXF
FSE: 458
Q2 METALS CLOSES SECOND AND FINAL TRANCHE OF PRIVATE PLACEMENT
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE
UNITED STATES
Vancouver, British Columbia , August 9, 2024 – Q2 Metals Corp. (TSX.V: QTWO | OTCQB:
QUEXF | FSE: 458) (“Q2” or the “Company”) is pleased to announce that it has closed the
second and final tranche (the “Second Tranche”) of the n on-brokered private placement of
units of the Company as announced on July 10 and updated July 11, 2024 for aggregate gross
proceeds of $4,348,480, which, together with the aggregate gross proceeds raised from the
first tranche (the “ First Tranche”), total $6,880,369. For details regarding the First Tranche,
see the press release of the Company dated August 2, 2024.
Under the Second Tranche, the Company issued 8,506,315 charity flow-through units of Q2
at a price of $0.475 per unit (a “Charity Unit”) for gross proceeds of $4,040,500, with each
Charity 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.
Gross proceeds from the issuance of the Charity Units and FT Units (as defined below) 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 Shares 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).
In this Second Tranche, the Company also issued an additional 1,200,000 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 gross proceeds of
$300,000 as well as an additional 22,800 flow-through units at a price of $0.35 per unit (the
“FT Units”), with each FT Unit consisting of one FT Share and one half of one Warrant, for
gross proceeds of $7,980.
The securities issued pursuant to this final tranche are subject to a hold period expiring on
December 10, 2024 in accordance with applicable securities laws or the Exchange Hold Period
under the policies of the TSXV. Aggregate finders’ fees of $ 62,250 and 249,000 broker
warrants were paid to arm’s length finders in connection with the Second Tranche, with each
such broker warrant bearing the same terms as the Warrants.
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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 result of 115.4 metres of 1.40
percent lithium oxide (hole CS-23-05), cumulatively in five separate pegmatites.
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
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
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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, 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 of 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 financing 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.