VANCOUVER,
June 11, 2014 /CNW/ - Q-Gold
Resources Ltd. (the "Company") (TSX VENTURE: QGR)
(http://www.qgoldresources.com) is pleased to announce that it
intends to complete a non-brokered private placement for gross
proceeds of up to $1,250,000 (the
"Offering"), consisting of 50,000,000 Units (each a "Unit") at a
price of $0.025 per Unit. Each
Unit will consist of one common share and one common share purchase
warrant (the "Warrant"), entitling the holder to acquire one
additional common share at an exercise price of $0.05 for a period of 18 months from issuance,
subject to the Company's acceleration right. In the event
that the closing price (or closing bid, if no sales were reported
on a trading day) of the Company's common shares as quoted on the
TSX Venture Exchange (the "Exchange") or such other securities
exchange, quotation system or market on which the common shares are
listed and where a majority of the trading volume of the common
shares occurs) exceeds $0.07 per
share for a price of twenty consecutive trading days, the Company
may, within five days of such event, provide notice by way of news
release of early expiry, in which event the Warrants will expire
ten days from the date of such news release.
Management of the Company have proposed a motion
for its shareholders to consider and approve a consolidation of the
common shares on the basis of one "new" common share for up to
every five "old" common shares, at the annual general and special
meeting of its shareholders to be held on June 20, 2014. If approved by its
shareholders, it is anticipated that the shares comprising any
Units issued under the Offering will be consolidated on the same
basis and that the exercise price of such Warrants comprising such
Units will be adjusted accordingly. It is anticipated that
pricing of the Offering at $0.025 per
Unit will be conditional on the Company's shareholders approving
the consolidation. There can be no guarantee or assurance
that such approval will be obtained.
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
Exchange.
A finder's fee may be payable in relation to the
proposed private placement in line with the policies of the
Exchange.
The Offering is subject to Exchange
approval.
Proceeds from the Offering will be used by
Q-Gold for continued exploration in the Company's historic
(19th Century) gold and silver camps at Mine Centre, Ontario, and Crown King, Arizona, to identify and analyze
any potential opportunities for the Company, and for general
corporate purposes.
About Q-Gold Resources Ltd.
Q-Gold is a publicly traded Canadian-based mineral exploration
company currently exploring for precious and base metals on its
Ontario and Arizona prospects.
Forward-looking statements:
Certain statements in this release are
forward-looking statements, including with respect to the proposed
private placement offering, and the consolidation of the Company's
common shares. 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 of the events anticipated by the forward-looking
statements will occur or, if they do occur, what benefits the
Company will obtain from them. 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 materially from those expressed or implied
by the forward-looking statements, as well as other factors beyond
the Company's control.
These forward-looking statements are made as
of the date of this news release.
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.
SOURCE Q-Gold Resources Ltd.